FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): November 7, 1996
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NASH-FINCH COMPANY
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(Exact name of registrant as specified in its charter)
Delaware 0-785 41-0431960
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(State of Incorporation) (Commission (I.R.S. Employer
File Number) Identification No.)
7600 France Avenue South, Minneapolis, Minnesota 55440
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(Address of principal executive offices)(zip code)
Registrant's telephone number, including area code: (612) 832-0534
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Item 2. ACQUISITION OR DISPOSITION OF ASSETS.
On October 8, 1996, Super Food Services, Inc. (the "Company"), Nash-
Finch Company ("Parent") and NFC Acquisition Corporation (the "Purchaser")
entered into an Agreement and Plan of Merger (the "Merger Agreement"), pursuant
to which the Purchaser agreed to commence a cash tender offer (the "Offer") to
purchase all outstanding shares of the Common Shares, par value $1.00 per share,
including the associated preferred share purchase rights (collectively, the
"Shares"), of the Company at a price of $15.50 per Share, net to the seller in
cash, upon and subject to terms and conditions of the Merger Agreement and
thereafter to proceed with a merger of the Company with and into the Purchaser
(the "Merger").
The Offer expired according to its terms at 12:00 midnight, New York
City time, on Wednesday, November 6, 1996. On November 7, 1996, pursuant to the
Offer, the Purchaser accepted for payment the 10,566,682 Shares (including
157,997 Shares tendered by notice of guaranteed delivery) that had been validly
tendered in the Offer. On November 15, 1996, the Purchaser paid for the
10,557,183 Shares as to which certificates had been physically delivered to the
Depositary, at a price of $15.50 per Share, for a total purchase price of
$163,636,336.50. Accordingly, the Purchaser acquired a total of 10,557,183
Shares pursuant to the Offer. Certificates for 10,899 Shares tendered by notice
of guaranteed delivery were not delivered and, accordingly, were not purchased.
The funds to purchase the Shares were provided by Parent to the
Purchaser from available cash on hand and pursuant to a $500 million credit
facility (the "Credit Facility") provided by a syndicate of banks for whom
Harris Trust and Savings Bank acts as administrative agent and Bank of Montreal
and PNC Bank, National Association, act as co-syndication agents. The Credit
Facility is a $500 million senior unsecured revolving facility maturing five (5)
years from the date of the closing thereof, with a mandatory commitment
reduction, through subsequent debt issues or otherwise, to $400 million by
December 31, 1998.
On November 22, 1996 (the "Effective Time"), the Merger was consummated
through a merger of the Purchaser with and into the Company, with the Company
continuing as the surviving corporation in the Merger (the "Surviving
Corporation"). As a result, Parent is the sole stockholder of the Surviving
Corporation. Pursuant to the Merger Agreement, at the Effective Time (a) each
Share then issued and outstanding (other than (i) Shares held, directly or
indirectly, by Parent, the Purchaser or any of their subsidiaries or in the
treasury of the Company or held by any subsidiary of the Company, all of which
were canceled and (ii) Shares held by stockholders who properly exercised and
perfected appraisal rights under the General Corporation Law of the State of
Delaware) was converted into the right to receive $15.50 in cash, and (b) each
of the 100 shares of Common Stock, par value $.01 per share, of the Purchaser
then issued and outstanding was converted into one share of Common Stock of the
Surviving Corporation. As a result, Parent owns all of the 100 issued and
outstanding shares of common stock of the Surviving Corporation.
Additional information concerning the Merger and the Offer is contained
in the Merger Agreement, which document is an exhibit hereto and is incorporated
herein by reference.
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Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
a. FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
The registrant has determined that it is impracticable to provide the
required historical financial information regarding the acquisition of
Super Food Services, Inc. at this time. The registrant will file the
required historical financial information under a Form 8-K/A as soon a
practicable, but in any event within 60 days after the date hereof.
b. PRO FORMA FINANCIAL INFORMATION
The registrant has determined that it is impracticable to provide the
required pro forma financial information regarding the acquisition of
Super Food Services, Inc. at this time. The registrant will file the
required pro forma financial information under a Form 8-K/A as soon a
practicable, but in any event within 60 days after the date hereof.
c. EXHIBITS.
2.1 Agreement and Plan of Merger, dated as of October 8, 1996, by and
among the Company, Parent and the Purchaser. Omitted from such
Exhibit are the remaining exhibits referenced in such agreement.
The registrant will furnish supplementally a copy of any such
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 thereunto duly authorized.
NASH-FINCH COMPANY
(Registrant)
Dated: November 22, 1996 By /s/ Norman R. Soland
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Norman R. Soland,
Vice President, Secretary and
General Counsel
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INDEX TO EXHIBITS
Item Method of Filing
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2.1 Agreement and Plan of Merger, dated as of Filed electronically
October 8, 1996, by and among the Company, herewith.
Parent and the Purchaser.....................
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