UNITED STATES ---------------
SECURITIES AND EXCHANGE COMMISSION SEC File Number
Washington, D.C. 20549 001-08140
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FORM 12b-25
NOTIFICATION OF LATE FILING ---------------
CUSIP Number
339130
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(Check One): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q
[ ] Form N-SAR
For Period Ended: JULY 12, 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):
City, State and Zip Code: Lewisville, Texas 75057
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") currently
intends to file its Annual Report on Form 10-K for the fiscal year ended
December 28, 2002 (the "2002 Form 10-K") and 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 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 intends to file its 2002 Form 10-K or its First Quarter
Form 10-Q.
For these same reasons, the Company currently intends to file its Quarterly
Report on Form 10-Q for its second quarter ended July 12, 2003 (the "Second
Quarter Form 10-Q") on a delayed basis. The Company is unable to determine the
date by which it intends to file its Second Quarter Form 10-Q.
As previously announced, the Company currently intends to restate its 2000
annual financial statements, its 2001 annual and quarterly financial statements
and its 2002 quarterly financial statements previously filed with the SEC and
the Company intends to 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.
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As previously announced, 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. In addition and as previously announced, the
Company expects the related restatements of the results for the full-year 2001
and the first three quarters of 2002 will reduce the pre-tax financial results
from continuing operations for such periods by an aggregate amount of not more
than $85 million. The Company expects 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 currently intends to 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
of approximately $645 million, due to an overall decrease in the value of the
Company. In accordance with SFAS 144, the Company expects to 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 also intends to 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 the Company intends to record as of the beginning of 2002 is expected to be
an expense of not more than $45 million.
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 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.
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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 intends to file its 2002 Form 10-K.
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 and the Company's Quarterly Report on Form 10-Q for its first quarter ended
April 19, 2003 have 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 filed, the Second Quarter 10-Q will report a consolidated
net loss for the quarter ended July 12, 2003 as compared to consolidated net
income for the second 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 intended restatements.
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Fleming Companies, Inc.
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(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: August 27, 2003 By: /s/ Rebecca A. Roof
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Rebecca A. Roof
Interim Chief Financial Officer
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