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