UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported): JANUARY 2, 1996
NASH-FINCH COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 0-785 41-0431960
(State of (Commission File (IRS Employer
Incorporation) Number) Identification No.)
7600 FRANCE AVENUE SOUTH
P.O. BOX 355
MINNEAPOLIS, MINNESOTA 55440-0355
(Address of principal (Zip Code)
executive offices)
Registrant's telephone number, including area code: (612) 832-0534
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On January 2, 1996, Nash-Finch Company (the "Company" or the "Registrant")
acquired substantially all of the business and assets of Military Distributors
of Virginia, Inc., a Virginia corporation ("MDV"). MDV has been engaged in the
business of distributing groceries and related products to U.S. military
installations on the East Coast and in Europe, and the Company intends to
continue to devote the assets acquired from MDV in furtherance of such business.
The assets of MDV acquired by the Registrant include certain real property,
leasehold interests in real property and equipment, fixed assets, equipment,
inventory, receivables, supplies and contractual rights. The aggregate purchase
price payable by the Company for the assets of MDV consists of $56,000,000 in
cash plus the payment or assumption by the Company of liabilities of MDV
aggregating approximately $55,000,000 as of January 2, 1996. The purchase price
was determined through arm's-length negotiations between the Company and MDV
based primarily upon the past and projected future stream of earnings of the MDV
operations. The sources of the funds used to pay the purchase price were cash
on hand at the Company and funds available to the Company under existing short-
term lines of credit, including a revolving credit facility arranged through
First Bank National Association of Minneapolis, Minnesota.
The Company also entered into a Management Agreement with MDV and the three
shareholders of MDV, Jerry H. Jared, Wayne L. Duncan, Jr. and John W. Payne III,
pursuant to which MDV and its shareholders have been engaged to manage the East
Coast military distribution operations of the Company, including the Company's
operations in Baltimore, Maryland and Chesapeake, Virginia, as well as the
operations acquired from MDV. The consideration payable by the Company for
these management services will consist of certain annual base compensation plus
50% of the excess of earnings before interest and tax over a threshold earnings
level.
There were no material relationships between MDV and its shareholders, on the
one hand, and the Registrant or any of the Registrant's affiliates, any director
or officer of the Registrant, or any associate of any such director or officer,
on the other hand, prior to the closing of the acquisition.
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Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
a. FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
It is impracticable at this time to provide the financial statements for the
most recent fiscal year of MDV. Such financial statements will be filed by
amendment to this Form 8-K as soon as practicable, and not later than 60 days
after the date that this Report is required to be filed.
b. PRO FORMA FINANCIAL INFORMATION.
It is impracticable at this time to provide the required pro forma financial
information. Such financial information will be filed by amendment to this Form
8-K as soon as practicable, and not later than 60 days after the date that this
Report is required to be filed.
c. EXHIBITS.
2.1 Asset Purchase Agreement dated as of October 12, 1995 among Nash-Finch
Company, Military Distributors of Virginia, Inc., Jerry H. Jared, Wayne L.
Duncan, Jr. and John W. Payne III. Omitted from this Agreement, as filed,
are the exhibits listed in the table of contents of the Agreement. The
Registrant will furnish supplementally a copy of any such omitted exhibits
to the Commission upon request.
2.2 Management Agreement dated as of January 1, 1996 among Nash-Finch
Company, Military Distributors of Virginia, Inc., Jerry H. Jared, Wayne L.
Duncan, Jr. and John W. Payne III. Omitted from this Agreement, as filed,
are the exhibits referred to in the Agreement. The Registrant will furnish
supplementally a copy of any such omitted exhibits to the Commission upon
request.
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SIGNATURES
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 hereunto duly authorized.
NASH-FINCH COMPANY
(Registrant)
Dated: January 17, 1996 By Norman R. Soland
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Title Vice President, Secretary &
General Counsel
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INDEX TO EXHIBITS
Exhibit Page
- ------- ----
2.1 Asset Purchase Agreement dated as of October 12, 1995 among
Nash-Finch Company, Military Distributors of Virginia, Inc.,
Jerry H. Jared, Wayne L. Duncan, Jr. and John W. Payne III.......
2.2 Management Agreement dated as of January 1, 1996 among Nash-
Finch Company, Military Distributors of Virginia, Inc.,
Jerry H. Jared, Wayne L. Duncan, Jr. and John W. Payne III.......
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