UNITED STATES
SECURITIES AND EXCHANGE COMMISSION -------------------
Washington, D.C. 20549 SEC File Number
001-08140
FORM 12b-25 -------------------
-------------------
NOTIFICATION OF LATE FILING CUSIP Number
339130
-------------------
(Check One): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q
[ ] Form N-SAR
For Period Ended: APRIL 19, 2003
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION
HAS VERIFIED ANY INFORMATION CONTAINED HEREIN.
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
PART I - REGISTRANT INFORMATION
Full Name of Registrant: Fleming Companies, Inc.
Former Name if Applicable: Not Applicable
Address of Principal Executive Office 1945 Lakepointe Drive
(Street and Number):
Lewisville, Texas 75057
City, State and Zip Code:
-1-
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, semi-annual report, transition report on Form
10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof, will be filed on or
before the fifteenth calendar day following the prescribed due date; or the
subject quarterly report or transition report on Form 10-Q, or portion thereof
will be filed on or before the fifth 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 Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period.
As previously announced, Fleming Companies, Inc. (the "Company") will file its
Annual Report on Form 10-K for the fiscal year ended December 28, 2002 (the
"2002 Form 10-K") on a delayed basis in order to permit the Company to properly
assess and account for the significant business issues and developments
affecting the Company, including the events leading to the Company's and its
United States subsidiaries' voluntary Chapter 11 bankruptcy filings on April 1,
2003, the on-going investigation by the Securities and Exchange Commission (the
"SEC") into certain of the Company's accounting and disclosure practices, and
the continuing independent investigation of such issues by the Company's Audit
and Compliance Committee. As previously announced, the Company has not
determined the date by which it will file its 2002 Form 10-K.
For these same reasons, the Company will file its Quarterly Report on Form 10-Q
for its first quarter ended April 19, 2003 (the "First Quarter Form 10-Q") on a
delayed basis. The Company is unable to determine the date by which it will file
its First Quarter Form 10-Q.
As previously announced, the Company will restate its 2001 annual and quarterly
financial statements and 2002 quarterly financial statements previously filed
with the SEC and will revise its previously announced 2002 fourth quarter and
annual financial results in order to reflect the above-referenced business
issues and developments as well as adjustments and corrections identified in
connection with the continuing independent investigation by the Company's Audit
and Compliance Committee.
As previously announced, although the findings from the independent
investigation by the Audit and Compliance Committee have not been finalized, the
Company expects the related restatements of the results for the full-year 2001
and the first three quarters of 2002 will reduce
-2-
the pre-tax financial results from continuing operations for such periods by an
aggregate amount of not more than $85 million. Those restatements will
principally correct the timing of when certain vendor transactions were
recognized and the balance of certain reserve accounts and will reflect other
adjustments and corrections identified as a result of the Audit and Compliance
Committee's on-going independent investigation.
As previously announced, the Company will also revise its 2002 fourth quarter
and annual financial results to reflect a loss from continuing operations. In
accordance with SFAS 142, the Company expects to record a non-cash adjustment to
continuing operations for a full impairment of goodwill currently valued at
approximately $645 million, due to an overall decrease in the value of the
Company. In accordance with SFAS 144, the Company will also record an additional
impairment charge to discontinued operations of approximately $90 million
related to retail store operations held for sale, due to a reduction in the net
realizable value of such operations. In accordance with SFAS 109, the Company
has also determined that it will record a non-cash charge against continuing
operations in the fourth quarter of 2002 relating to its deferred tax assets in
the range of $275-325 million, due to uncertainties as to whether net operating
losses will be utilized against future tax payments. The Company also expects
that its fourth quarter 2002 pre-tax loss from continuing operations will be
increased by expenses totaling not more than $80 million as a result of a number
of factors, including increased vendor payback rates, the cancellation of the
Company's long-term supply contract with Kmart and other adjustments and
corrections identified as a result of the Audit and Compliance Committee's
on-going independent investigation.
As previously announced, the Company will early adopt EITF 02-16, Accounting by
a Reseller for Cash Consideration Received from a Vendor, retroactive to the
beginning of fiscal year 2002. This new accounting rule requires cash
consideration received from a vendor to be recorded as an adjustment to the
prices for the vendor's products and therefore characterized as a reduction of
cost of sales when recognized in the customer's income statement. The 2002
effect of adopting EITF 02-16 is expected to reduce the pre-tax loss from 2002
annual results in the range of $5-15 million, although the cumulative effect
that will be recorded as of the beginning of 2002 is expected to be an expense
of not more than $45 million.
In order to reflect additional adjustments and corrections resulting from the
Audit and Compliance Committee's on-going independent investigation, the Company
is announcing today that it will also restate its 2000 annual financial
statements previously filed with the SEC. Although the findings from the
independent investigation by the Audit and Compliance Committee have not been
finalized, the Company expects that the related restatements of the results for
the full-year 2000 will adjust consolidated pre-tax financial results for such
period by an aggregate amount of not more than $2 million, reflecting an
increase in 2000 pre-tax loss from continuing operations of not more than $6
million and a decrease in 2000 pre-tax loss from discontinued operations of not
more than $4 million. Those restatements will principally correct the timing of
when certain vendor transactions were recognized and will reflect other
adjustments and corrections identified as a result of the Audit and Compliance
Committee's on-going independent investigation.
Although the findings from the independent investigation by the Company's Audit
and Compliance Committee have not been finalized, the Company believes that the
ranges of
-3-
adjustments and corrections discussed herein in connection with the proposed
2000, 2001 and 2002 restatements and/or revisions will be adequate to address
all identified issues.
The Company expects to finalize the details of the 2000, 2001 and 2002
restatements and/or revisions in connection with the filing of its 2002 Form
10-K. As previously announced, the Company has not determined the date by which
it will file its 2002 Form 10-K.
-4-
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Rebecca A. Roof (972) 906-8000
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d)
of the Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify report(s).
[ ] Yes [X] No
The Company's Annual Report on Form 10-K for the fiscal year ended December 28,
2002 has not yet been filed.
(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.
Although the conclusions that will result from the Company's ongoing
assessment of the issues and the Company's Audit and Compliance Committee
investigation noted above in Part III are not yet complete, the Company
anticipates that when it files the First Quarter 10-Q, it will report a
consolidated net loss for the quarter ended April 19, 2003 as compared to
consolidated net income for the first quarter of 2002 before giving effect to
the previously announced restatements. See the explanation set forth in Part III
above for further information concerning the Company's pending restatements.
Fleming Companies, Inc.
------------------------------------------------
(Name of the Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: June 4, 2003 By: /s/ REBECCA A. ROOF
-------------------------------------
Rebecca A. Roof
Interim Chief Financial Officer
-5-