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 28, 2001
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
FLEMING COMPANIES, INC.
1945 Lakepointe Drive
P.O. Box 299013
Lewisville, Texas 75029
Name of issuer of the securities held pursuant to the plan and the address of
its principal executive office
FINANCIAL STATEMENTS AND
REPORT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS
FLEMING COMPANIES, INC.
MATCHING 401(k) PLAN
December 28, 2001 and December 29, 2000
TABLE OF CONTENTS
Page
Report of Independent Certified Public Accountants 3
Financial Statements
Statements of Net Assets Available for Benefits, December 28, 2001 and
December 29, 2000 4
Statements of Changes in Net Assets Available for Benefits, Years Ended
December 28, 2001 and December 29, 2000 5
Notes to Financial Statements 6
Supplemental Schedule
Schedule of Assets Held for Investment Purposes, December 28, 2001 11
2
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Plan Sponsor and Trustee
Fleming Companies, Inc. Matching 401(k) Plan
We have audited the accompanying statements of net assets available for benefits
of Fleming Companies, Inc. Matching 401(k) Plan as of December 28, 2001 and
December 29, 2000, and the related statements of changes in net assets available
for benefits for the years then ended. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our 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, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of Fleming
Companies, Inc. Matching 401(k) Plan as of December 28, 2001 and December 29,
2000, and the changes in net assets available for benefits for the years then
ended in conformity with accounting principles generally accepted in the United
States of America.
Our audits were performed 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 is presented for the purpose of additional analysis and
is not a required part of the basic financial statements but is supplemental
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. This supplemental schedule is the responsibility of the Plan's management.
Such supplemental schedule has been subjected to the auditing procedures applied
in the audits of the basic financial statements and, in our opinion, is fairly
stated in all material respects in relation to the basic financial statements
taken as a whole.
GRANT THORNTON LLP
Oklahoma City, Oklahoma
May 3, 2002
3
FLEMING COMPANIES, INC. MATCHING 401(k) PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 28, December 29,
2001 2000
------------ ------------
ASSETS
Investments $392,358,149 $443,779,990
Receivables
Participant contributions 240,900 264,817
Employer contributions 7,162,780 7,766,633
Accrued interest, dividends and other 217,208 30,254
------------ ------------
7,620,888 8,061,704
Cash 152,156 204,465
------------ ------------
Total assets 400,131,193 452,046,159
LIABILITIES
Accrued expenses 112,304 2,428
------------ ------------
NET ASSETS AVAILABLE FOR BENEFITS $400,018,889 $452,043,731
============ ============
The accompanying notes are an integral part of these statements.
4
FLEMING COMPANIES, INC. MATCHING 401(k) PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Year ended Year ended
December 28, December 29,
2001 2000
------------- -------------
Additions
Employer contributions $ 7,135,770 $ 7,766,633
Participant contributions 26,719,464 30,954,089
Interest and dividend income 10,944,412 27,461,024
Net depreciation in fair value of investments (36,078,262) (59,152,978)
Direct transfers from other plans -- 77,476,980
------------- -------------
Total additions 8,721,384 84,505,748
Deductions
Benefits paid to participants, including distributions
from a partial Plan termination 60,548,563 54,828,123
Administrative fees 197,663 138,169
------------- -------------
Total deductions 60,746,226 54,966,292
------------- -------------
NET ADDITIONS (DEDUCTIONS) (52,024,842) 29,539,456
Net assets available for benefits at beginning of year 452,043,731 422,504,275
------------- -------------
Net assets available for benefits at end of year $ 400,018,889 $ 452,043,731
============= =============
The accompanying notes are an integral part of these statements.
5
FLEMING COMPANIES, INC. MATCHING 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
December 28, 2001 and December 29, 2000
NOTE A - DESCRIPTION OF PLAN
The following description of the Fleming Companies, Inc. Matching 401(k)
Plan (the "Plan") provides only general information. Participants should
refer to the Plan for a more complete description of the Plan's provisions.
Effective December 30, 2000, the Plan sponsor amended and restated the Plan.
The Plan, established in 1980, and amended and restated at various times, is
a defined contribution plan subject to the provisions of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"). The Plan is
designed to provide retirement benefits to eligible associates of Fleming
Companies, Inc. and its Subsidiaries (the "Company"). Associates are
eligible to participate in the Plan after achieving three months of service
and 21 years of age or participation in a prior plan.
During 2000, Turicik Foods, Inc. 401(k) Plan, Food 4 Less Retirement Plan,
ABCO Markets, Inc. 401(k) Plan, Bakers Profit Sharing Thrift Plan,
University Foods 401(k) Plan and 29 Supermarkets 401(k) Plan were merged
into the Plan. The Plan recognized a transfer of net assets at fair value of
$77,476,980.
During 2001, due to restructuring and implementation of a strategic plan by
the Company, a partial Plan termination occurred. Transfers of Plan assets
resulting from the partial Plan termination are shown as deductions in the
accompanying financial statements.
Each year, participants may make deferrals of compensation contributions in
accordance with the provisions of Internal Revenue Code (the "Code") section
401(k) of at least 1% but not more than 15% of the participant's
compensation subject to certain limitations. Participant deferral accounts
are 100% vested. The Company will make a matching contribution equal to (1)
100% of the participant's deferrals of compensation but not to exceed the
first 2% of such participant's compensation for such plan year and (2) 25%
of the participant's additional deferrals of compensation on the next 4% of
such participant's compensation for such plan year. A participant is 100%
vested in the Company's contribution after five years of credited service.
Separate accounts are maintained for each participant. Accounts are
classified as follows:
o Accounts attributable to Company contributions and related
investment earnings.
o Accounts attributable to contributions under section 401(k) of the
Code and related investment earnings.
o Accounts attributable to contributions by participants on an
after-tax basis and related investment earnings. This account no
longer receives contributions.
Participants or beneficiaries, with certain limitations, may borrow from
their vested accounts a minimum of $500 up to a maximum of $50,000 or 50% of
their vested account balance, whichever is less. The loans are secured by
the balance in the participant's account and bear interest at rates that are
established by the Company's Retirement Committee. At December 28, 2001, the
interest rates ranged
6
FLEMING COMPANIES, INC. MATCHING 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS - CONTINUED
December 28, 2001 and December 29, 2000
NOTE A - DESCRIPTION OF PLAN - CONTINUED
from 6.5% to 11.5%. 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 form of
benefit payment is either a lump sum or periodic installment for a period of
up to 15 years.
Upon termination of a participant's employment with the Company, the
nonvested portion of the Company's contribution account is used to reduce
future Company contributions. At December 28, 2001, forfeited nonvested
accounts totaled approximately $181,000.
Participants may direct their contributions into 18 investment funds.
Participants should refer to the information provided by Fidelity Management
Trust Company for a complete description of the investment options.
The trustee for the Plan is Fidelity Management Trust Company. The trustee
also serves as custodian of the Plan's investments. The Plan provides for
the appointment of, and the Company has, a committee responsible for Plan
administration.
Subsequent to December 28, 2001, the Plan provides for the following
changes:
o The Company shall make a Fleming Retirement Contribution on behalf
of certain participants of the Plan, as defined by the Plan.
o A participant will become 100% vested in the Company's matching
contribution after three years of credited service.
o The maximum deferral of participants' compensation will increase to
25%.
o Lump-sum distributions will be the only distribution option
available.
Refer to the Plan for a more complete description of the changes in the Plan
subsequent to December 28, 2001.
NOTE B - SUMMARY OF ACCOUNTING POLICIES
A summary of the Plan's significant accounting policies consistently applied
in the preparation of the accompanying financial statements follows.
1. Plan Year End
The Plan's fiscal year ends on the Friday before the last Saturday in
December.
7
FLEMING COMPANIES, INC. MATCHING 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS - CONTINUED
December 28, 2001 and December 29, 2000
NOTE B - SUMMARY OF ACCOUNTING POLICIES - CONTINUED
2. Investments
Mutual funds are stated at net asset value as determined based on the
closing market prices of the underlying investments held. Investments in
shares of collective trust funds are valued at their estimated fair values,
as determined in good faith by the trustee. Corporate common stocks are
valued based upon quoted market prices. Participant loans are valued at cost
which approximates fair value.
3. Cash
The Plan maintains its cash in accounts which may not be federally insured.
The Plan has not experienced any losses in such accounts and believes it is
not exposed to any significant credit risks on cash.
4. Administrative Expenses
Certain expenses incurred in connection with the general administration of
the Plan are paid by the Plan and are recorded as administrative fees.
5. Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect certain reported amounts and disclosures.
Accordingly, actual results could differ from those estimates. Investment
securities in general are exposed to various risks such as interest rate,
credit and overall market volatility. Due to the level of risk associated
with certain investment securities, it is reasonably possible that changes
in the values of investment securities will occur in the near term and that
such changes could materially affect the amounts reported in the statements
of net assets available for plan benefits.
NOTE C - INVESTMENTS
The Plan's investments are held by Fidelity Management Trust Company at
December 28, 2001 and December 29, 2000. The following is a schedule of
investments by type at:
December 28, 2001 December 29, 2000
----------------- -----------------
Mutual funds $349,657,849 $404,464,454
Collective trust funds 16,371,771 14,802,482
Corporate common stock - Fleming Companies, Inc. 16,807,823 14,493,276
Participant loans 8,129,341 8,787,238
Other 1,391,365 1,232,540
------------ ------------
$392,358,149 $443,779,990
============ ============
8
FLEMING COMPANIES, INC. MATCHING 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS - CONTINUED
December 28, 2001 and December 29, 2000
NOTE C - INVESTMENTS - CONTINUED
The following table presents the fair value of investments that represent 5%
or more of the Plan's net assets available for benefits at:
December 28, 2001 December 29, 2000
------------------------- -------------------------
Number Fair Number Fair
of shares value of shares value
---------- ---------- ---------- ----------
Fidelity Contrafund 645,165 $ 27,593,725 686,560 $ 33,758,134
Fidelity Equity-Income Fund 635,435 30,990,156 676,140 36,126,147
Janus Twenty Fund 853,912 32,841,447 934,830 51,228,706
Fidelity Magellan Fund 956,168 99,651,872 1,008,556 120,320,695
Fidelity Puritan Fund 2,350,136 41,526,905 2,476,516 46,632,794
Fidelity Retirement Money
Market Fund 51,856,946 51,856,946 49,199,100 49,199,100
During 2001 and 2000, the Plan's investments (including gains and losses on
investments bought and sold, as well as held during the year) depreciated in
value by $36,078,262 and $59,152,978, respectively.
NOTE D - NONPARTICIPANT-DIRECTED INVESTMENTS
Information about the net assets and the significant components of the
changes in net assets relating to the nonparticipant-directed investments is
as follows at:
December 28, 2001 December 29, 2000
----------------- -----------------
Net assets
Limited partnerships $1,391,365 $ 1,232,540
========== ===========
Year ended Year ended
December 28, 2001 December 29, 2000
----------------- -----------------
Changes in net assets
Contributions $ -- $ 110,844
Interest and dividend income -- 31,586
Net appreciation 236,296 1,707,481
Distributions to participants (77,471) (254,624)
Plan transfers -- (6,458,722)
----------- -----------
$ 158,825 $(4,863,435)
=========== ===========
9
FLEMING COMPANIES, INC. MATCHING 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS - CONTINUED
December 28, 2001 and December 29, 2000
NOTE E - TAX STATUS
The Internal Revenue Service has determined and informed the Company in a
letter dated November 15, 2000 that the Plan meets the requirements of
Section 401(a) of the Code and is tax-exempt under Section 501(a) of the
Code. Effective December 30, 2000, the Plan was amended and restated. The
Company has not yet received a determination letter from the Internal
Revenue Service for the amended and restated Plan. The Company believes that
the Plan currently is designed and being operated in compliance with the
applicable requirements of the Code. Therefore, no provision for income
taxes is included in the Plan's financial statements.
NOTE F - PLAN TERMINATION
Although it has not expressed any intention to do so, the Company has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions of ERISA. In the event of Plan
termination, all Plan assets, except those required to meet necessary
expenses incurred during the termination period, will be distributed on a
pro rata basis based on participants' account balances. Upon Plan
termination, all Company contributions would become 100% vested.
NOTE G - REFUNDS
The Plan approved refunds of $252,121 of excess contributions to highly
compensated members in 2001. Refunds were necessary in order to satisfy the
actual deferral percentage limitation, the actual contribution percentage
limitation and multiple use test under Code section 401(m) for the year
ended December 28, 2001. The Code requires these refunds be made prior to
the end of the following year. These refunds were made within the first
three months after the year end. No such refunds were required for 2000.
10
FLEMING COMPANIES, INC. MATCHING 401(k) PLAN
SCHEDULE H, LINE 4i - ASSETS HELD FOR INVESTMENT PURPOSES
December 28, 2001
Identity of issuer, borrower, lessor Current
or similar party; description of investment Units Cost value
------------------------------------------- ------------- -------------- -------
Fidelity investments*
Asset Manager 177,673 ** $ 2,753,927
Asset Manager - Growth 308,844 ** 4,428,824
Asset Manager - Income 65,399 ** 740,969
Contrafund 645,165 ** 27,593,725
Equity-Income Fund 635,435 ** 30,990,156
Intermediate Bond Fund 1,658,558 ** 17,116,319
Magellan Fund 956,168 ** 99,651,872
Overseas Fund 215,460 ** 5,907,922
Puritan Fund 2,350,136 ** 41,526,905
Low-Priced Stock Fund 369,554 ** 10,133,159
Spartan US Equity Index 205,931 ** 8,369,038
Janus Worldwide Fund 308,619 ** 13,529,869
Janus Twenty Fund 853,912 ** 32,841,447
PIMCO High Yield Fund 130,428 ** 1,220,807
Templeton Developing Markets Trust A 95,886 ** 947,355
Managed Income Portfolio 16,371,771 ** 16,371,771
Retirement Money Market Portfolio 51,856,946 ** 51,856,946
Cash Reserve 48,609 48,609
------------
Total Fidelity investments 366,029,620
Limited partnerships 112,479 $1,218,588 1,391,365
Corporate common and preferred stocks
Fleming Companies, Inc.* 908,531 ** 16,807,823
Participant loans* (1) ** 8,129,341
------------
TOTAL $392,358,149
============
*Party in interest
**Cost omitted for participant-directed investments
(1) Participant loans, 6.5% to 11.5%, maturing at various dates through December
2010
11
The following exhibit has been filed as part of this Form 11-K, and is
incorporated herein by reference.
EXHIBIT
NUMBER DESCRIPTION
------- -----------
23.1 Consent of Grant Thornton LLP
12
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
Date: June 26, 2002 By /s/ MATTHEW H. HILDRETH
Matthew H. Hildreth
Member of the Retirement Committee
13
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION METHOD OF FILING
------- ----------- ----------------
23.1 Consent of Grant Thornton LLP Filed herewith electronically