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 : FEBRUARY 13, 1996
(Date of earliest event reported)
NASH-FINCH COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 0-785 41-0431960
(State of Incorporation) (commission File (IRS Employer
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 5. OTHER EVENTS.
On February 13, 1996, the Board of Directors of Nash-Finch Company (the
"Company") approved the Stockholder Rights Agreement dated February 13, 1996
(the "Rights Agreement") between the Company and Norwest Bank Minnesota,
National Association, a national association, as Rights Agent (the "Rights
Agent"). The Rights Agreement sets forth the description and terms of the
Rights (the "Rights") held by holders of the Company's common stock, par value
$1.66-2/3 per share (the "Common Stock").
On February 13, 1996, pursuant to the terms of the Rights Agreement, the Board
of Directors of the Company declared a dividend of one Right for each
outstanding share of the Company's Common Stock to the stockholders of record at
the close of business on April 1, 1996 (the "Record Date"). Except as described
below, each Right entitles the registered holder to purchase from the Company
one-half of one share of Common Stock at a price of $30 per one-half of one
share (the "Purchase Price").
Initially, the Rights are attached to and trade with the Common Stock. No
separate certificates representing the Rights will be distributed unless and
until a "Distribution Date," as defined below, has occurred. From and after the
Record Date and until a Distribution Date (or earlier redemption or expiration
of the Rights), new Common Stock certificates issued upon transfer or a new
issuance of shares will contain a notation incorporating the terms of the Rights
Agreement by reference. Until a Distribution Date (or earlier redemption or
expiration of the Rights), the surrender for transfer of any certificates
representing Common Stock will also constitute the transfer of the associated
Rights represented by such certificate. As soon as practicable following a
Distribution Date, separate certificates evidencing the Rights ("Rights
Certificates") will be mailed to holders of record of the Common Stock as of the
close of business on the Distribution Date, and the separate Rights Certificates
will evidence the Rights.
The Rights will not be exercisable until the occurrence of a Distribution
Date. A "Distribution Date" will occur upon the earlier of (i) the close of
business on the 20th day after the date immediately preceding the first date
of public announcement that a person or group of affiliated or associated
persons has acquired, or obtained the right to acquire, beneficial ownership
of 15% or more of the shares of Common Stock then outstanding (an "Acquiring
Person") , (ii) the close of business on the 20th day after the date
immediately preceding the first date of public announcement that a person
declared by the Board of Directors of the Company to be a potential adverse
person has become the beneficial owner of an amount of Common Stock which the
Board of Directors determines to be substantial (an "Adverse Person"), or
(iii) the close of business on the 10th business day after the date of
commencement of (or a public announcement of an intention to commence) a
tender
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offer or exchange offer which would result in any person or group of affiliated
or associated persons acquiring beneficial ownership of 15% or more of the
Common Stock of the Company then outstanding.
Twenty days after the date immediately preceding the first date of public
announcement that any person has become an Acquiring Person or an Adverse Person
(a "Flip-In Event"), if the Rights have not been redeemed by the Company as
described below, then each holder of a Right, other than any Acquiring Person or
any Adverse Person, will have the right to receive, upon exercise thereof at the
then current purchase price of the Right, shares of Common Stock (or, in certain
circumstances, a combination of cash, other property, Common Stock or other
securities) which have a value equal to two times the Purchase Price of the
Right. Upon the occurrence of a Flip-In Event, any Rights that are or were at
any time owned by an Acquiring Person or an Adverse Person shall become null and
void insofar as they relate to the Flip-In Event.
In the event that any person has become an Acquiring Person and (i) the Company
is consolidated or merged with an Acquiring Person where all or part of the
Company's outstanding shares of Common Stock are exchanged for stock,
securities, cash or other property, (ii) the Company sells or otherwise
transfers assets aggregating more than 50% of the Company's total assets or
generating more than 50% of the Company's operating income or cash flow in a
transaction that is not approved by the Board of Directors, or (iii) certain
other transactions between the Company and any Acquiring Person occur, or any
Acquiring Person increases its proportionate ownership in the Company by more
than 1% (a "Flip-Over Event"), then each holder of a Right will thereafter have
the right to receive, upon exercise thereof at the then current Purchase Price
of the Right, shares of Common Stock of the "Principal Party," as defined below,
having a fair market value equal to two times the Purchase Price of the Right.
The term "Principal Party" shall mean the issuer of any securities into which
shares of the Common Stock of the Company are converted in any such
consolidation or merger, or the person that is the other party to any such
consolidation or merger, or the person that receives the greatest portion of the
assets sold or transferred by the Company, or the Acquiring Person, in the event
of any other transaction between the Company and an Acquiring Person or if the
Acquiring Person increases its proportionate ownership by more than 1%.
The Purchase Price and the number of shares of Common Stock or other property
issuable upon exercise of the Rights are subject to adjustment from time to time
to prevent dilution in the event of (i) a dividend payable in shares of Common
Stock, (ii) a subdivision or combination of the outstanding Common Stock or
(iii) a reclassification of the Common Stock.
At any time prior to the earlier of (i) the close of business on the date of a
Flip-In Event, or (ii) the expiration of the Rights,
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the Company may, at its option, redeem all, but not less than all, of the then
outstanding Rights at a redemption price of $.O1 per Right, subject to
adjustment to reflect the effect of any stock split, stock dividend or similar
transaction occurring after the date of the Rights Agreement. The Company's
option to redeem the Rights are subsequently reinstated if, within 20 days after
a Flip-In Event, there is no longer an Acquiring Person or an Adverse Person.
Immediately upon the effective date of the redemption of the Rights, the right
to exercise the Rights will terminate and the only right of the holders
thereafter shall be to receive the redemption price.
At any time while the Rights are redeemable as described above, the Company may
supplement or amend any provision of the Rights Agreement without approval of
the holders of Rights, except for a supplement or amendment which would change
the redemption price, the expiration date of the Rights, the Purchase Price or
the number of shares of Common Stock to which a Right relates. In addition, at
any time in which the Rights are not redeemable as described above, the Company
may supplement or amend any provision of the Rights Agreement without the
approval of the holders of Rights in order to (i) cure any ambiguity, (ii)
correct or supplement any provision contained in the Rights Agreement that may
be defective or inconsistent with any other provision, or (iii) change or
supplement any provision in any manner that the Company may deem necessary or
desirable and which will not adversely affect the interests of the holders of
Rights (other than an Acquiring Person, an Adverse Person or any affiliate or
associate thereof).
The Rights Agreement is designed to protect stockholders of the Company in the
event of an unsolicited attempt to acquire control of the Company for an
inadequate price and to protect against abusive practices that do not treat all
stockholders equally, including partial or two-tiered tender offers, coercive
offers and creeping stock accumulation programs. Such practices may pressure
stockholders into tendering shares prior to realizing the full value or total
potential of their investment in the Company's shares of Common Stock. The
Rights Agreement is intended to make the cost of such abusive practices
prohibitive and create an incentive for a potential acquiror to negotiate in
good faith with the Board of Directors of the Company. The Rights Agreement is
not intended to, and will not, prevent all unsolicited offers to acquire the
Company. If an unsolicited offer is made, and the Board of Directors
determines that it is fair and in the best interests of the Company and its
stockholders, then, pursuant to the terms of the Rights Agreement, the Board of
Directors has the authority to redeem the Rights and permit the offer to proceed
without causing the dilutive effects of the Rights to be triggered. The Rights
Agreement is intended to provide the Board of Directors with an opportunity to
evaluate the fairness of any unsolicited offer and the credibility of the
bidder, and will therefore enable the Board of Directors to represent the
interests of all
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stockholders of the Company more effectively in determining whether to redeem
the Rights. In connection with any unsolicited offer, the Board of Directors
will be bound by its fiduciary obligations to act in the best interests of the
Company and its stockholders.
As of February 13, 1996, there were 10,878,385 shares of Common Stock issued and
outstanding and 680,505 shares reserved for issuance under various stock-based
compensation plans of the Company. Each share of Common Stock outstanding on
April 1, 1996 will receive one Right. So long as the Rights Agreement remains
in effect and the Rights continue to remain attached to and trade with the
Common Stock, the Company will issue one Right for each share of Common Stock
issued between the Record Date and any Distribution Date so that all outstanding
shares will have attached Rights. There will be 5,779,445 shares of Common
Stock initially reserved for issuance upon exercise of the Rights.
The foregoing description of the Rights Agreement does not purport to be
complete and is qualified in its entirety by reference to the Rights Agreement
which is attached hereto as Exhibit 4 and incorporated herein by reference.
Item 7. EXHIBITS.
4 Stockholder Rights Agreement dated as of February 13, 1996
between Nash-Finch Company and Norwest Bank Minnesota, National
Association
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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 hereunto duly authorized.
NASH-FINCH COMPANY
(Registrant)
Dated: February 28, 1996 BY /s/ Norman R. Soland
_______________________________
Title Vice President
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EXHIBIT INDEX
EXHIBIT DOCUMENT
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4 Stockholder Rights Agreement dated as of February 13, 1996
between Nash-Finch Company and Norwest Bank Minnesota,
National Association
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