SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date of Report (Date of earliest event reported): June 26, 1995
Richfood Holdings, Inc.
(Exact name of registrant as specified in its charter)
Virginia 1-16900 54-1438602
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
8258 Richfood Road, Mechanicsville, Virginia 23111
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (804) 746-6000
Item 5. Other Events
On June 26, 1995, Richfood Holdings, Inc. ("Richfood") and
Super Rite Corporation ("Super Rite") entered into an
Agreement and Plan of Reorganization (the "Agreement") pursuant
to which Richfood will acquire Super Rite through a tax-free
merger (the "Merger"). The following summary of the transaction
is qualified in its entirety by reference to the Agreement, a
copy of which is filed herewith and incorporated herein by
reference.
Under the terms of the Agreement, Richfood will issue 1.0205
shares (the "Exchange Ratio") of its common stock, without par
value ("Richfood Common Stock"), for each share of Super
Rite common stock, no par value, stated value $.01 per share
("Super Rite Common Stock"), representing a value of $22.00
per Super Rite share, based upon Richfood's average stock price
for the 30 trading days prior to June 26, 1995. Approximately
9.6 million shares of Super Rite Common Stock were outstanding
at March 4, 1995. When the Merger is complete, former Super Rite
shareholders will hold approximately 31% of the total outstanding
Richfood Common Stock. The transaction will be accounted for as a
pooling ofinterests and is currently expected to be completed
before the end of calendar 1995.
The transaction has been approved by the boards of directors
of both companies, but remains subject to regulatory approvals,
approval by the shareholders of both Richfood and Super Rite and
other customary closing conditions, including the receipt of
opinions from investment bankers for each party (which opinions
shall be dated as of a date no earlier than three business days
prior to the date of the joint proxy statement/prospectus to be
mailed to the shareholders of Richfood and Super Rite
in connection with their consideration of the transaction) that
the Exchange Ratio is fair, from a financial point of view, to
their respective shareholders. Prior to their approval of the
transaction, the boards of directors of Richfood and Super Rite
received opinions from their respective investment bankers,
subject to customary assumptions, to the effect that the Exchange
Ratio was fair, from a financial point of view, to the
shareholders of the respective companies as of the date of the
Agreement. The Merger is further subject to the condition that
the last sale price of Richfood Common Stock as reported on The
Nasdaq National Market for the last full trading day prior to the
effective time of the Merger is not less than $18.33.
Either party may terminate the Agreement under certain
circumstances, including if the Merger has not been consummated
on or before December 31, 1995. In addition, Super Rite may
terminate the Agreement if it receives from a third party a bona
fide proposal with respect to the acquisition of all of the
outstanding Super Rite Common Stock, or all or substantially all
of Super Rite's assets, that the Super Rite board of directors
believes is more favorable than the Merger and Richfood does not
match that proposal (a "Superior Proposal"). In the event of a
termination by Super Rite to pursue a Superior Proposal, or if
Richfood terminates the Agreement in certain other limited
circumstances, Super Rite would be required to pay to Richfood a
termination fee of $7.5 million.
Super Rite has postponed indefinitely its 1995 annual
meeting of shareholders, which previously had been scheduled for
July 12, 1995, and instead will hold a special meeting to
consider the Merger. That special meeting is expected to be held
in September 1995 on a date to be scheduled. Richfood's
shareholders will have the opportunity to approve the
transactions contemplated in the Agreement at the Company's
1995 annual meeting, which will be held on the same day as the
Super Rite special meeting.
Richfood has received the agreement of persons owning
approximately 51% of the outstanding shares of Super Rite Common
Stock to vote all shares of Super Rite Common Stock over which
they exercise voting control for approval of the Agreement
and the Merger, unless the board of directors of Super Rite
recommends a Superior Proposal or otherwise, in the exercise of
its fiduciary duties upon the advice of counsel, withdraws,
amends or modifies in any manner adverse to Richfood its
favorable recommendation of the Merger. Such vote would be
sufficient to approve the Agreement and the Merger without any
action by any other shareholder of Super Rite.
After the Merger is completed, Super Rite will operate as a
separate, wholly owned subsidiary of Richfood. The combined
company is expected to have annual net sales in excess of $3.0
billion, based on the most recent fiscal year results for
Richfood and Super Rite. The combined company will serve over
1,700 retail grocery stores throughout the Mid-Atlantic market
area.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
(c) Exhibits
Exhibit 2.1 Agreement and Plan of
Reorganization, dated as of June
26, 1995, by and between Richfood
Holdings, Inc. and Super Rite
Corporation.
SIGNATURE
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly
authorized.
RICHFOOD HOLDINGS, INC.
(Registrant)
Date: July 12, 1995 By: /s/ John E. Stokely
John E. Stokely
President and Chief Operating
Officer
EXHIBIT INDEX
Exhibit Number and Description
2.1 Agreement and Plan of Reorganization, dated as of
June 26, 1995, by and between Richfood Holdings,
Inc. and Super Rite Corporation.