SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d) of the
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
[X] Annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934
For the fiscal year ended December 24, 1999
Or
[ ] Transition report pursuant to Section 15(d) of the
Securities Exchange Act of 1934
For the transition period from ____________ to ____________
Commission file number 001-08140
FLEMING COMPANIES, INC. MATCHING 401(k) PLAN
(formerly known as the Consolidated Savings Plus and Stock Ownership Plan
for Fleming Companies, Inc. and Its Subsidiaries)
1945 Lakepointe Drive
P.O. Box 299013
Lewisville, Texas 75029
Full title of the plan and the address of the plan, if different
from that of the issuer named below.
FLEMING COMPANIES, INC.
1945 Lakepointe Drive
P.O. Box 299013
Lewisville, Texas 75029
Name of issuer of the securities held pursuant to the plan and
the address of its principal executive office
<PAGE>
FLEMING COMPANIES, INC. MATCHING 401(k) PLAN
(formerly known as the Consolidated Savings Plus and
Stock Ownership Plan for Fleming Companies, Inc. and
Its Subsidiaries)
Financial Statements for the Years Ended
December 24, 1999 and December 26, 1998,
Independent Auditors' Report, and
Supplemental Schedule for the
Year Ended December 24, 1999
<PAGE>
FLEMING COMPANIES, INC. MATCHING 401(k) PLAN
(formerly known as the Consolidated Savings Plus and
Stock Ownership Plan for Fleming Companies, Inc. and
Its Subsidiaries)
TABLE OF CONTENTS
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Page
INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENTS:
Statements of Net Assets Available for Benefits,
December 24, 1999 and December 26, 1998 2
Statement of Changes in Net Assets Available for Benefits,
Year Ended December 24, 1999 3
Notes to Financial Statements, Year Ended
December 24, 1999 4
SUPPLEMENTAL SCHEDULES:
Schedule of Assets Held for Investment Purposes at Year End,
December 24, 1999 10
SCHEDULES OMITTED:
Schedules not listed above are omitted because of the absence of
conditions under which they are required.
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Plan Participants of the
Fleming Companies, Inc. Matching 401(k) Plan:
We have audited the accompanying statements of net assets
available for benefits of the Fleming Companies, Inc.
Matching 401(k) Plan (formerly known as the Consolidated
Savings Plus and Stock Ownership Plan for Fleming Companies,
Inc. and Its Subsidiaries) (the "Plan") as of December 24, 1999
and December 26, 1998, and the related statement of changes
in net assets available for benefits for the year ended
December 24, 1999. These financial statements are the
responsibility of the Plan's management. Our responsibility
is to express an opinion on these financial statements
based on our audits.
We conducted our audits in accordance with auditing standards
generally accepted in the United States of America. Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures
in the financial statements. An audit also includes assessing
the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in
all material respects, the net assets available for benefits of
the Plan as of December 24, 1999 and December 26, 1998, and the
changes in net assets available for benefits for the year ended
December 24, 1999, in conformity with accounting principles
generally accepted in the United States of America.
Our audits were conducted for the purpose of forming an opinion
on the basic financial statements taken as a whole. The
supplemental schedule of assets held for investment purposes at
December 24, 1999 is presented for the purpose of additional
analysis and is not a required part of the basic financial
statements but is supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of
1974. The supplemental schedule is the responsibility of the
Plan's management. Such supplemental schedule has been
subjected to the auditing procedures applied in our audit of
the basic 1999 financial statements and, in our opinion, are
fairly stated in all material respects when considered in
relation to the basic 1999 financial statements taken as a
whole.
DELOITTE & TOUCHE LLP
Oklahoma City, Oklahoma
June 29, 2000
<PAGE>
<TABLE>
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
<CAPTION>
December 24, December 26,
ASSETS 1999 1998
--------------- ---------------
<S> <C> <C>
INVESTMENTS (See Note 4) $ 422,240,552 $ 370,097,803
RECEIVABLES AND OTHER ASSETS:
Cash 95,606 67,920
Participants' contributions receivable 205,936 177,715
Accrued interest and dividends receivable 672 177
--------------- ---------------
Total receivables and other asset 302,214 245,812
--------------- ---------------
Total assets 422,542,766 370,343,615
--------------- ---------------
LIABILITIES:
Loan obligation - 2,048,546
Accrued expenses and other liabilities 38,491 75
--------------- --------------
Total liabilities 38,491 2,048,621
--------------- --------------
NET ASSETS AVAILABLE FOR BENEFITS $ 422,504,275 $ 368,294,994
=============== ==============
</TABLE>
See notes to financial statements.
<TABLE>
<CAPTION>
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 24, 1999
<S> <C>
NET ASSETS AVAILABLE FOR BENEFITS,
beginning of year $ 368,294,994
--------------
ADDITIONS:
Contributions:
Company 2,106,757
Participants 23,467,742
Transfers from other benefit plans 4,347,968
Interest and dividend income 31,540,696
Net appreciation in fair value of investments (Note 4) 35,878,960
--------------
Total additions 97,342,123
--------------
DEDUCTIONS:
Distributions to participants 42,931,610
Interest expense 63,855
Administrative expenses 137,377
--------------
Total deductions 43,132,842
--------------
NET INCREASE 54,209,281
--------------
NET ASSETS AVAILABLE FOR BENEFITS,
end of year $ 422,504,275
==============
</TABLE>
See notes to financial statements.
<PAGE>
NOTES TO FINANCIAL STATEMENTS
YEAR ENDED DECEMBER 24, 1999
1. THE PLAN
The following description of the Fleming Companies,
Inc. Matching 401(k) Plan (formerly known as the Consolidated
Savings Plus and Stock Ownership Plan for Fleming Companies,
Inc. and Its Subsidiaries) (the "Plan") provides only
general information. Participants should refer to the Plan
Agreement for a more complete description of the Plan's
provisions. Effective December 24, 1999, the Plan sponsor
renamed the Plan to the Fleming Matching 401(k) Plan and
changed the plan document. Under the new plan, the Company
also increased the matching contribution percentages for all
subsequent periods.
The Plan, established in 1980, and amended and restated
at various times, is a contributory, defined contribution
plan subject to the provisions of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"). The
Plan is designed to provide retirement benefits to
eligible associates of Fleming Companies, Inc. and Its
Subsidiaries (the "Company"). Associates are eligible to
participate in the Plan after achieving one year of
service and 21 years of age or participation in a prior
plan.
During 1989, the Plan purchased 640,000 shares of the
Company's common stock, in connection with the Fleming
Stock Ownership ("FSOP") feature of the Plan, using
proceeds from a $20 million long-term bank loan agreement
guaranteed by the Company. This Fleming Stock Fund
invests in fund units made up of the Company's common
stock and a small percentage of short-term investments.
In 1994, the bank loan was paid in full by the Company.
The Plan entered into a note with the Company under the
same terms as the bank loan. The note was due and paid
September 1, 1999, and the interest rate was variable.
The Company stock purchased by the loan proceeds was
pledged as collateral on the loan. Debt service
requirements were met through Company contributions and
dividend income on the purchased shares. As principal on
the loan was paid, an equal percentage of the stock
balance, at original cost, was released from collateral
on the loan and allocated to participants based on their
contributions to the Plan as described below. At year
end 1999 and 1998, the market value of unallocated assets
was $676,020 and $1,525,228, respectively. In accordance
with Plan provisions, allocation of assets is performed
in the year following loan payment.
Contributions by the Company are made at the discretion
of the Company's Board of Directors but may not exceed
the amount deductible for federal income tax purposes.
Company contributions are made to the Plan from profits
of the Company, unless the contribution is to be used for
debt service. In addition to Company contributions, each
participant may make deferral of compensation
contributions in accordance with the provisions of
Internal Revenue Code Section 401(k) of at least 1% but
no more than 15% of the participant's compensation
subject to certain limitations. Participant accounts are
100% vested.
The S.M. Flickinger 401(k) Plan ("Flickinger") was merged
into the Plan on July 1, 1999. Based on the approved
dates for merger with Flickinger, the Plan recognized a
transfer of net assets at fair value of $4,347,968.
Separate accounts are maintained for each participant.
Accounts are classified as follows:
a. Accounts attributable to Company contributions and
related investment earnings.
b. Accounts attributable to contributions under
Section 401(k) of the Internal Revenue Code and
related investment earnings.
c. Accounts attributable to contributions by
participants on an after-tax basis and related
investment earnings.
The Plan, with certain limitations, may make loans to
participants or beneficiaries with an interest rate which
is established by the Company's Retirement Committee. At
December 24, 1999, the interest rates ranged from 7.0% to
10.5%. A loan from the Plan will be made for up to 50%
of the participant's account balance and all interest
payments made under the terms of the loan will be
credited to the participant's account and not considered
general earnings of the Plan. Participants' loans are
repaid monthly through payroll deductions.
Benefits of the Plan are payable upon reaching normal
retirement, early retirement, termination, or in the
event of death or disability. The normal form of benefit
payment is either a lump sum or periodic installment.
Participants may direct their contributions into 17
investment funds. Participants should refer to the
information provided by Fidelity Management Trust Company
for a complete description of the investment options.
Trustees for the Plan are Wachovia Bank, N.A., Bank of
Oklahoma Trust Company, Banker's Trust Company, and
Fidelity Management Trust Company. The trustees also
serve as custodians of the Plan's investments. The Plan
provides for the appointment of, and the Company has, a
committee responsible for Plan administration.
2. SIGNIFICANT ACCOUNTING POLICIES
For 1999 and all subsequent years, the Plan's fiscal year
ends on the Friday before the last Saturday in December.
For all years prior to 1999, the Plan's fiscal year end
was the last Saturday in December.
The financial statements of the Plan are presented on the
accrual basis of accounting using accounting principles
generally accepted in the United States of America. All
investments, except for investment contracts that are
valued at contract value as discussed in Note 6, are
stated at fair value as determined by the trustees.
Investments in equity funds are stated at net asset value
as determined by the trustees based on the closing market
prices of the underlying investments held. Administrative
expenses for services provided to the Plan are paid by the Plan.
The short-term funds classified as segregated assets
represent assets held by the Plan for retired
participants who have elected to receive installment
payments for up to 10 years.
The preparation of financial statements in conformity
with accounting principles generally accepted in the
United States of America requires management to make
estimates and assumptions that affect the reported
amounts of assets, liabilities, and changes therein, and
disclosure of contingent assets and liabilities. Actual
results could differ from those estimates.
In June 1998, the Financial Accounting Standards Board
issued Statement of Financial Accounting Standards Number
133 (SFAS 133) "Accounting for Derivative Instruments and
Hedging Activities." This statement, which is required
to be adopted for annual periods beginning after June 15,
2000, establishes standards for recognition and measurement
of derivative and hedging activities. The Plan has not yet
determined the financial statement impact, if any of SFAS 133.
SOP 99-3 - On September 15, 1999 the Accounting Standards
Executive Committee issued Statement of Position 99-3 (SOP 99-3)
which simplifies disclosures for certain investments held by a
defined contribution plan. The statement eliminates the previous
requirement for a defined contribution plan to present plan
investments by general type for participant-directed investments
in the statement of net assets available for benefits. The
statement also eliminates the requirement for a defined
contribution plan to disclose participant-directed investment
programs and eliminates the requirement to disclose per-unit
information for plans that assign units to participants. The
SOP provides for additional disclosures for nonparticipant-
directed investments including specific identification of non-
participant-directed investments in excess of five percent of net
assets available for benefits. The plan must also disclose non-
participant-directed investments by general type and the significant
components of the changes in net assets relating to the nonparticipant-
directed investments. As a result of adopting SOP 99-3, comparative
amounts in the December 31, 1998 financial statments have been
reclassified to conform to the current year disclosure requirements.
3. PLAN TERMINATION
Although it has not expressed any intention to do so, the
Company has the right under the Plan to discontinue its
contributions at any time and to terminate the Plan
subject to the provisions of ERISA. In the event of Plan
termination, all Plan assets, except those required to
meet necessary expenses incurred during the termination
period, will be distributed on a pro rata basis based on
participants' account balances. Upon Plan termination
all Company contributions would become 100% vested.
4. INVESTMENTS
The Plan's investments are held by three bank-
administered trust funds and Fidelity Management Trust
Co. Investments that represent five percent or more of
Plan assets in either year are separately identified.
The current value amounts shown below are based on year-
end closing market prices. As a result of current market
conditions, such values may have declined significantly.
<TABLE>
<CAPTION>
December 24, 1999 December 26, 1998
---------------------------------- ------------------------------------
Statement of Number of Number of
Net Assets Shares or Shares or
Available Principal Current Principal Current
For Benefits: Amount Cost Value Amount Cost Value
------------- --------- ---- ------- --------- ---- --------
<S> <C> <C> <C> <C> <C> <C>
Fidelity Investments:
Fidelity Contrafund 566,930 $ 27,726,770 $ 34,027,110 541,491 $ 24,421,431 $ 30,751,277
Equity Income Fund 409,552 18,847,876 21,902,825 464,565 20,460,898 25,806,563
Interest Income Fund 18,590,926 18,590,926 18,590,926 19,648,030 19,648,030 19,648,030
Janus Twenty Fund 563,113 32,017,864 46,980,520 290,902 12,155,368 15,505,066
Magellan Fund 1,010,575 92,034,610 138,074,842 988,004 82,647,819 119,370,640
Puritan Fund 2,225,655 39,654,978 42,354,206 2,463,799 43,300,887 49,448,446
Retirement Money
Market Fund 44,533,783 44,533,783 44,533,783 41,555,697 41,555,697 41,555,697
Other 44,411,329 53,038,459 42,753,623 45,622,661
------------ ------------ ------------ ------------
317,818,136 399,502,671 286,943,753 347,708,380
Corporate common and preferred stocks:
Fleming Companies, Inc. 28,252,363 14,309,205 28,290,003 12,862,632
Other - - 285,726 285,726
------------ ------------ ------------ ------------
28,252,363 14,309,205 28,575,729 13,148,358
Limited partnerships 1,423,913 1,271,926 1,506,213 1,345,115
Participant loans 7,135,737 7,135,737 7,631,654 7,631,654
Short-term funds 21,013 21,013 21,013 264,296 264,296 264,296
------------ ------------ ------------ ------------
7,156,750 7,156,750 7,895,950 7,895,950
$422,240,552 $370,097,803
============ ============
Accrued interest and dividends receivable $672 $177
==== ====
</TABLE>
<TABLE>
<CAPTION>
Year Ended
Statements of Changes in December 24,
Net Assets Available for Benefits: 1999
<S> <C>
Interest and dividend income $ 31,540,696
============
Appreciation (depreciation) in fair value of investments:
Fidelity Investments $ 35,681,718
Corporate common and preferred stocks (447,466)
Corporate obligations 644,708
------------
$ 35,878,960
============
</TABLE>
5. NONPARTICIPANT-DIRECTED INVESTMENTS
Information about the net assets and the significant components
of the changes in net assets relating to the nonparticipant-
directed investments is as follows:
<TABLE>
<CAPTION>
December 24, December 26,
1999 1998
------------ ------------
<S> <C> <C>
NET ASSETS:
Corporate common and preferred stocks $ 4,816,413 $ 5,516,754
Limited partnerships 1,271,926 1,345,115
Short-term funds 21,013 264,301
Cash 166 1,415
Loan obligation - (2,048,546)
Accrued expenses and other liabilities (13,543) -
----------- -----------
$ 6,095,975 $ 5,079,039
=========== ===========
</TABLE>
<TABLE>
<CAPTION>
Year Ended
December 24,
1999
------------
<S> <C>
CHANGES IN NET ASSETS:
Contributions $ 2,106,757
Interest and dividend income 51,412
Net appreciation 197,242
DISTRIBUTIONS TO PARTICIPANTS (1,255,805)
INTEREST EXPENSE (63,855)
ADMINISTRATIVE EXPENSES (18,815)
-----------
$ 1,016,936
===========
</TABLE>
6. INVESTMENT CONTRACT WITH INSURANCE COMPANY
In 1995, the Plan entered into an investment contract
with Principal Life Insurance Co. ("Principal").
Principal maintains the contributions in a pooled
account. The account is credited with earnings on the
underlying investments and charged for Plan withdrawals
and administrative expenses. The contract is included in
the financial statements as part of the Plan's Interest
Income Fund administered by Fidelity. The remaining
portion of the Fidelity Interest Income Fund consists of
a money market fund. The contract is included in
the financial statements at contract value (which
represents contributions made under the contract, plus
earnings, less withdrawals and administrative expenses),
because it is fully benefit responsive. There are no
reserves against contract value for credit risk of the
contract issuer or other issues that could affect
realizability of the contract value. The fair value of the
investment contract at December 24, 1999 and December 26,
1998, was $7,845,631 and $19,069,637, respectively. The
average yield and crediting interest rates were
approximately 7.5% for 1999 and 1998.
7. DISTRIBUTIONS PAYABLE
There were no distributions requested in 1999 and 1998
but not paid until the subsequent year.
8. TAX STATUS
The Internal Revenue Service has determined and informed
the Company in a letter dated May 27, 1993, that the
Plan, as amended, meets the requirements of Section
401(a) of the Internal Revenue Code and is tax-exempt
under Section 501(a) of the Code. The Company believes
that the Plan is currently designed and being operated in
compliance with the applicable requirements of the
Internal Revenue Code. Therefore, the Company believes
that the Plan was qualified and the related trust was tax-
exempt as of the financial statement date; and no
provision for income taxes has been included in the
Plan's financial statements.
9. PARTIES-IN-INTEREST TRANSACTIONS
The Plan invests in funds managed by Wachovia Bank, N.A.,
Bank of Oklahoma Trust Company, and Fidelity Management
Trust Company, the Plan's trustees. Investment
management fees for 1999 and 1998 were $294 and $9,905,
respectively. While the majority of administrative
expenses are paid by the Plan, an insignificant portion
is paid by the Company.
10. REFUNDS
The Plan approved refunds of $144,202 and $95,883 of
excess contributions to highly compensated members in
1999 and 1998, respectively. Refunds were necessary in
order to satisfy the actual deferral percentage
limitation, the actual contribution percentage
limitation, and multiple use test under IRC Section
401(m) for the years ended December 24, 1999 and December
26, 1998. The IRC requires these refunds be made prior
to the end of the following year. These refunds were
made within the first two and one-half months after the
respective year ends.
11. SUBSEQUENT EVENTS
Subsequent to year end, the Plan sponsor merged into the
assets of the Plan the ABCO Markets, Inc. 401(k) Plan,
Baker's Supermarkets Profit Sharing Thrift Plan, Turicik
Foods 401(k) Plan, and University Foods 401(k) Plan. Net
assets of $55,026,035 were transferred on various dates
starting in April 2000.
* * * * * *
<TABLE>
<CAPTION>
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AT YEAR END DECEMBER 24, 1999
Current
Description of Investment Units Cost Value
------------------------- ------- ------------ ------------
<S> <C> <C> <C>
* Fidelity Investments:
Asset Manager 197,400 $ 3,342,680 $ 3,628,205
Asset Manager - Growth 306,251 5,282,283 6,023,950
Asset Manager - Income 78,925 936,007 961,305
Fidelity Contrafund 566,930 27,726,770 34,027,110
Equity Income Fund 409,552 18,847,876 21,902,825
Intermediate Bonds Fund 1,221,960 12,432,419 11,926,329
Interest Income Fund 18,590,926 18,590,926 18,590,926
Magellan Fund 1,010,575 92,034,610 138,074,842
Overseas Fund 216,501 6,885,567 10,394,219
Puritan Fund 2,225,655 39,654,978 42,354,206
Low Priced Stock 69,190 1,682,052 1,566,459
Spartan US EQ Index 140,840 5,885,891 7,336,366
Janus Worldwide 128,670 6,653,774 9,834,270
Janus Twenty Fund 563,113 32,017,864 46,980,520
PIMCO High Yield ADM 69,627 783,316 743,616
Templeton Dev Mkts A 39,948 527,186 623,586
MGD INC PORT 154 154 154
Retirement Money Market Fund 44,533,783 44,533,783 44,533,783
------------ ------------
Total Fidelity Investments 317,818,136 399,502,671
------------ ------------
Limited Partnerships 133,466 1,423,913 1,271,926
------------ ------------
Corporate Common and Preferred Stocks:
* Fleming Companies, Inc. - 401(k) 926,126 13,568,807 9,492,792
* Fleming Companies, Inc. - ESOP 469,894 14,683,556 4,816,413
------------ ------------
Total corporate common and preferred stocks 28,252,363 14,309,205
------------ ------------
Short-Term Funds - Unsegregated:
* Bank of Oklahoma American Performance
Cash Management
Fund, 21,013 units 21,013 21,013
------------ ------------
Participant Loans <F1> 7,135,737 7,135,737
------------ ------------
TOTAL $354,651,162 $422,240,552
============ ============
* Party-in-Interest.
<FN>
<F1> Participant loans, 7.0% to 10.5%, maturing January 1999 through November
2008.
</FN>
</TABLE>
The following exhibit has been filed as part of this Form 11-K, and
is incorporated herein by reference:
Exhibit No. Description
----------- -----------
23.1 Consent of Deloitte & Touche, LLP
<PAGE>
SIGNATURES
FLEMING COMPANIES, INC. MATCHING 401(k) PLAN. Pursuant to the
requirements of the Securities Exchange Act of 1934, the trustees
(or other persons who administer the employee benefit plan) have
duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
FLEMING COMPANIES, INC. MATCHING
401(k) PLAN
By: FLEMING COMPANIES, INC., Issuer
Date: July 6, 2000 By KEVIN TWOMEY
Kevin Twomey
Senior Vice President
Finance and Controller
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Method of Filing
----------- ----------- ----------------
23.1 Consent of Deloitte & Touche Filed herewith electronically
