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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K
Annual Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the fiscal year ended: Commission file number:
January 2, 1999 0-785
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NASH-FINCH COMPANY
(Exact name of Registrant as specified in its charter)
Delaware 41-0431960
(State of Incorporation) (I.R.S. Employer
Identification No.)
7600 France Avenue South
P.O. Box 355
Minneapolis, Minnesota
(Address of principal 55440-0355
executive offices) (Zip Code)
Registrant's telephone number, including area code: (612) 832-0534
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Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $1.66-2/3 per share
Common Stock Purchase Rights
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Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
As of March 22, 1999, 11,341,887 shares of Common Stock of the
Registrant were outstanding, and the aggregate market value of the Common Stock
of the Registrant as of that date (based upon the last reported sale price of
the Common Stock at that date by the Nasdaq National Market), excluding
outstanding shares deemed beneficially owned by directors and officers, was
approximately $96,406,040.
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Parts I, II and IV of this Annual Report on Form 10-K incorporate by
reference information (to the extent specific pages are referred to herein) from
the Registrant's Annual Report to Stockholders for the Year Ended January 2,
1999 (the "1998 Annual Report"). Parts II and III of this Annual Report on Form
10-K incorporate by reference information (to the extent specific sections are
referred to herein) from the Registrant's Proxy Statement for its Annual Meeting
to be held on May 11, 1999 (the "1999 Proxy Statement").
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PART I
ITEM 1. BUSINESS.
A. GENERAL DEVELOPMENT OF BUSINESS.
Nash Finch Company, a Delaware corporation, was organized in 1921 as
the successor to a business established in 1885. Its principal executive
offices are located at 7600 France Avenue South, Edina, Minnesota 55435
(Telephone: 612-832-0534). Unless the context indicates otherwise, the term
"Company," as used in this Report, means Nash Finch Company and its consolidated
subsidiaries.
The Company is one of the largest food wholesalers in the United
States. Its business consists of three primary operating segments: (i) the
wholesale distribution segment, which supplies food and non-food items to
independently owned retail grocery stores, corporately owned retail grocery
stores and institutional customers; (ii) the retail segment, which is made up of
corporately owned retail grocery stores with a variety of store formats; and
(iii) the military distribution segment, which supplies food and related
products to military commissaries. Currently, the Company conducts its wholesale
and retail operations primarily in the Midwestern and Southeastern regions of
the United States and its military distribution operations primarily in the
Mid-Atlantic region of the United States.
Early in 1999, the Company announced a five-year strategic
revitalization plan to streamline its wholesale operations and build its retail
business. The new strategic plan resulted from an intensive diagnostic
assessment, conducted in 1998, of the entire Company's operations. During this
assessment, the performance of the Company was benchmarked against its
competitors in order to evaluate opportunities to improve profitability and
enhance shareholder value. The following strategic objectives were set:
- Focusing energies on wholesale and retail distribution of
supermarket products, primarily in Midwest and Southeast markets;
- Making wholesale operations sales driven and focused on premier
customer service and low cost;
- Enabling corporate retail to dominate its primary trade areas
through convenience, consistently excellent execution and superior
customer service;
- Utilizing business process changes aggressively to reduce costs
through productivity gains and to create a responsive management
structure; and
- Equipping employees with the required training and tools,
measuring success through contribution and performance.
The five-year strategic plan is expected to be implemented in three phases: (i)
Phase I - the stabilization of the Company's existing business; (ii) Phase II -
rebuilding the Company's foundation; and (iii) Phase III-growing the Company's
business. Within each phase, various initiatives will be established and
implemented. The timing and importance of each initiative will be determined in
accordance with how well it (i) leverages the Company's scale by centralizing
operations, (ii) attains operational efficiency, (iii) develops the Company's
retail competency, and (iv) enables the Company to pursue growth strategies.
2
The Company has been taking steps during 1998 to begin the
implementation of Phase I and will continue to implement Phase I throughout
1999. The following list represents the five top initiatives within Phase I:
- REVAMPING THE ORGANIZATIONAL STRUCTURE AND MANAGEMENT PROCESS.
The Company's organizational structure has been realigned to
establish clear lines of accountability. Key performance
metrics have been established to measure success. A new
performance-based compensation program has been approved for
management that clearly aligns management's interests with
those of the Company's shareholders.
- DEVELOPING FUNCTIONAL INFORMATION SYSTEMS. The Company has decided
to halt the software development related to the Company's HORIZONS
project. This decision was driven by the need to shift resources
to a Year 2000 remediation plan, as well as a concern over the
functionality of the software platform. Year 2000 remediation is
now the Company's highest business priority.
- EVALUATING AND EXECUTING STRATEGIES FOR NON-CORE ASSETS,
UNDERPERFORMING DISTRIBUTION CENTERS, STORES AND PRODUCTS. All
business units and non-core assets will be, or have been,
reviewed. Assets that do not provide an acceptable rate of return
will be identified and the Company will evaluate its strategic
alternatives, including consolidation, sale or closure. Resources
will be focused on the Company's core wholesale distribution,
retail distribution and military operations.
- ENHANCING WORKING CAPITAL LEVERAGE. Steps were taken in 1998 to
strengthen the balance sheet and position the Company for future
growth.
- REDUCING COST STRUCTURE. The Company will more efficiently manage
labor in its corporate stores and distribution centers, and
improve transportation and warehousing costs. It is intended that
inventory levels will be brought in line with industry averages,
and product procurement and merchandising efforts will be
leveraged.
Related to the revitalization plan and the diagnostic assessment, the
Company recorded special pretax charges in the fourth quarter of 1998 totaling
$105.6 million, including charges associated with the reporting of the Company's
produce growing and marketing subsidiary as a discontinued operation.
In support of its focus on increasing efficiencies at its
distribution centers and decreasing operating costs, the Company closed its
warehouses in Lexington, Kentucky, and Grand Island, Nebraska during 1998.
The operations in Lexington were consolidated into the operations in
Cincinnati, Ohio and Bluefield, Virginia, whereas the Grand Island operations
were consolidated into the operations in Omaha, Nebraska and Denver,
Colorado. During the initial months of 1999, the Company has closed its
warehouses in Liberal, Kansas and Appleton, Wisconsin. The Liberal operations
have been consolidated into the operations in Denver, Colorado, whereas the
Appleton operations have been consolidated into the operations in Cedar
Rapids, Iowa, and St. Cloud, Minnesota. The Company also has plans to
consolidate the operations of Rocky Mount, North Carolina into the Lumberton
warehouse.
3
Additional information relating to the Company's business, the new
strategic plan and related special charges are contained in the "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
section of the Company's 1998 Annual Report (Exhibit 13.1), pages 18-22, which
information is incorporated herein by reference.
B. FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS.
Financial information about the Company's business segments for the
most recent three fiscal years is contained on pages 35-36 of the 1998 Annual
Report (Note (15) to the Consolidated Financial Statements). For segment
financial reporting purposes, a portion of the operational profits of wholesale
distribution centers are allocated to retail operations to the extent that
merchandise is purchased by these distribution centers and transferred to retail
stores directly operated by the Company. For fiscal 1998, seventeen percent
(17%) of such warehouse operational profits were allocated to retail operations.
C. NARRATIVE DESCRIPTION OF THE BUSINESS.
1. WHOLESALE OPERATIONS.
a. PRODUCTS AND SERVICES.
The Company's wholesale operations are essentially divided into two
segments. The first segment sells and distributes a wide variety of food and
non-food products to independently owned and corporately owned retail grocery
stores (the "wholesale segment"). The second sells and distributes food and
non-food products to military commissaries (the "military segment"). In 1998,
the wholesale segment accounted for 60.0% of the Company's total revenues; the
military segment 22.1%.
The Company provides to its customers a full line of food products,
including dry groceries, fresh fruits and vegetables, frozen foods, fresh and
processed meat products and dairy products, and a variety of non-food
products, including health and beauty care, tobacco, paper products, cleaning
supplies and small household items. The Company primarily distributes and
sells nationally advertised branded products and a number of unbranded
products (principally meats and produce) purchased directly from various
manufacturers, processors and suppliers or through manufacturers'
representatives and brokers. The Company also distributes and sells private
label products that are branded primarily under the OUR FAMILY-Registered
Trademark- trademark, a long-standing private label of the Company, and the
FAME-Registered Trademark- trademark, which the Company obtained in the
acquisition of Super Food Services, Inc. ("Super Food"). Under its private
label line of products, the Company offers a wide variety of grocery, dairy,
packaged meat, frozen foods, health and beauty care products, paper and
household products, beverages, and other packaged products that have been
manufactured or processed by other companies on behalf of the Company.
The Company also offers to independent retailers a broad range of
services, including the following: (i) promotional, advertising and
merchandising programs; (ii) the installation of computerized ordering,
receiving and scanning systems; (iii) the establishment and supervision of
computerized retail accounting, budgeting and payroll systems; (iv) personnel
management assistance and employee training; (v) consumer and market research;
(vi) remodeling and store development services; and (vii) insurance programs.
The Company believes that its support services help the independent retailers
compete more effectively in their markets and build customer loyalty.
4
The Company's retail counselors and other Company personnel advise and
counsel independent retailers, and directly provide many of the above services.
Separate charges may be made for some of these services. The Company also
provides retailers with marketing and store upgrade services, many of which have
been developed in connection with Company owned stores. For example, the Company
assists retailers in installing and operating delicatessens and other specialty
food sections. Rather than offering a single program for the services it
provides, the Company has developed multiple, flexible programs to serve the
needs of most independent retailers, whether rural or urban, large or small.
The Company's assistance to independent retailers in store development
provides a means of continued growth for the Company through the development of
new retail store locations and the enlargement or remodeling of existing retail
stores. Services provided include site selection, marketing studies, building
design, store layout and equipment planning and procurement. The Company assists
wholesale customers in securing existing supermarkets that are for sale from
time to time in market areas served by the Company and, occasionally, acquires
existing stores for resale to wholesale customers.
The Company also provides financial assistance to its independent
retailers generally in connection with new store development and the upgrading
or expansion of existing stores. For example, the Company makes secured loans to
some of its independent retailers, generally repayable over a period of five or
seven years, for inventories, store fixtures and equipment, working capital and
store improvements. Loans are secured by liens on inventory or equipment or
both, by personal guarantees and by other types of security. As of January 2,
1999, the Company had approximately $33.3 million outstanding of such secured
loans to 156 independent retailers. In addition, the Company may provide such
assistance to independent retailers by guarantying loans from financial
institutions and leases entered into directly with lessors. The Company also
uses its credit strength to lease supermarket locations for sublease to
independent retailers, at rates that are at least as high as the rent paid by
the Company.
b. CUSTOMERS.
The Company offers its products and services to approximately 2,000
independent retail grocery stores, U.S. military commissaries and other
customers in nearly thirty (30) states. As of the end of the fiscal year, no
customer accounted for a significant portion of the Company's sales.
The Company's wholesale segment customers are primarily self-service
retail grocery stores that carry a wide variety of grocery products, health
and beauty care products and general merchandise. Many of these stores also
have one or more specialty departments such as a delicatessen, an in-store
bakery, a restaurant, a pharmacy and a flower shop. The size of the
customers' stores ranges from 5,000 to 75,000 square feet.
The Company's military segment currently delivers products to
approximately eighty (80) U.S. military commissaries in the United States.
Due to the amount of revenue generated with the U.S. military commissaries
and the number of U.S. military commissaries that the Company does business
with, the Company believes that it is the largest distributor of groceries
and related products to such facilities in the United States.
5
c. DISTRIBUTION.
The Company currently distributes products from eighteen (18)
distribution centers located in Colorado, Georgia, Iowa, Maryland, Michigan,
Minnesota, Nebraska, North Carolina (2), North Dakota (2), Ohio (3), South
Dakota (2), and Virginia (2). The Company's distribution centers are located at
strategic points to efficiently serve Company owned stores, independent
customers and military commissaries. The distribution centers are equipped with
modern materials handling equipment for receiving, storing and shipping goods
and merchandise and are designed for high-volume operations at low unit costs.
Distribution centers serve as central sources of supply for Company
owned and independent stores, military commissaries and other institutional
customers within their operating areas. Generally, the distribution centers
maintain complete inventories containing most national brand grocery products
sold in supermarkets and a wide variety of high-volume private label items. In
addition, distribution centers provide full lines of perishables, including
fresh meats and poultry, fresh fruits and vegetables (except Super Food
distribution centers), dairy and delicatessen products and frozen foods. Health
and beauty care products, general merchandise and specialty grocery products are
distributed from a dedicated area of a distribution center located in
Bellefontaine, Ohio, and from the distribution center located in Sioux Falls,
South Dakota. Retailers order their inventory requirements at regular intervals
through direct linkage with the Company's computers. Deliveries of product are
made primarily by the Company's transportation fleet. The frequency of
deliveries varies, depending upon customer needs. The Company currently has a
modern fleet of over 500 tractors and nearly 1050 semi-trailers, most of which
are owned by the Company. In addition, many types of meats, dairy products,
bakery and other products are sold by the Company but are delivered by the
suppliers directly to retail food stores.
Virtually all of the Company's wholesale sales to independent retailers
are made on a market price-plus-fee and freight basis, with the fee based on the
type of commodity and quantity purchased. Selling prices are changed promptly,
based on the latest market information.
The Company distributes groceries and related products directly to
military commissaries in the U.S., and distribution centers also provide
products for distribution to U.S. military commissaries in Europe and to ships
afloat. These distribution services are provided primarily under contractual
arrangements with the manufacturers of those products. The Company provides
storage, handling and transportation services for the manufacturers and, as
products ordered from the Company by the commissaries are delivered to the
commissaries, the Company invoices the manufacturers for the cost of the
merchandise delivered plus negotiated fees.
2. RETAIL OPERATIONS
As of January 2, 1999, the Company operated ninety-three (93) retail
stores primarily in the Midwestern and Southeastern states. These stores,
nineteen (19) of which the Company owns (the remainder are leased), range in
size up to approximately one hundred six thousand (106,000) square feet.
These stores offer a wide variety of high quality groceries, fresh fruits and
vegetables, dairy products, frozen foods, fresh fish, fresh and processed
meat and health and beauty care products. Many have specialty departments
such as delicatessens, bakeries, pharmacies, banks and floral and video
departments. In 1998, the retail segment accounted for 17.8% of the
Company's total revenues.
During 1999, the Company will reduce the number of regional store
names under which it operates from 17 to four: ECONOFOODS-Registered
Trademark-, SUN MART -Registered Trademark-, FAMILY THRIFT CENTER -TM- and
IGA (a registered trademark of IGA, Inc.). This will be done to build brand
equity and eliminate inefficiencies.
6
As part of its revitalization plan, the Company has announced that it
is focused on strengthening its corporate retail presence, and plans to expand
this segment over five years so that it represents as much as 50 percent of
total Company sales.
3. PRODUCE GROWING AND MARKETING OPERATIONS
Through a wholly owned subsidiary, Nash-DeCamp Company
("Nash-DeCamp"), the Company grows, packs, ships and markets fresh fruits and
vegetables from locations in California and the countries of Chile and Mexico
to customers in the United States, Canada and overseas. For regulatory
reasons, the amount of business between Nash-DeCamp and the Company is
limited. The Company owns and operates three modern packing, shipping and/or
cold storage facilities that ship fresh grapes, plums, peaches, nectarines,
apricots, pears, persimmons, kiwi fruit and other products. The Company also
acts as marketing agent for other packers of fresh produce in California and
in the countries of Chile and Mexico. For the above services, the Company
receives, in addition to a selling commission, a fee for packing, handling
and shipping produce. The Company also owns vineyards and orchards for the
production of table grapes, tree fruit, kiwi and citrus. The Company has
announced that it is seeking to sell Nash-DeCamp during 1999, and for
financial reporting purposes is reporting this as a discontinued operation.
4. COMPETITION.
All segments of the Company's business are highly competitive. The
Company competes directly at the wholesale level with a number of cooperative
wholesalers and voluntary wholesalers that supply food and non-food products to
independent retailers. "Cooperative" wholesalers are wholesalers that are owned
by their retail customers. On the other hand, "voluntary" wholesalers are
wholesalers who, like the Company, are not owned by their retail customers but
sponsor a program under which single-unit or multi-unit independent retailers
may affiliate under a common name. Certain of these competing wholesalers may
also engage in distribution to military commissaries.
The Company also competes indirectly with the warehouse and
distribution operations of the large integrated grocery store chains. Such
retail grocery store chains own their wholesale operations and self-distribute
their food and non-food products.
At the wholesale level, the principal methods of competition are price,
quality, breadth and availability of products offered, strength of private label
brands offered, schedules and reliability of deliveries and the range and
quality of services offered, such as store financing and use of store names, and
the services offered to manufacturers of products sold to military commissaries.
The success of the Company's wholesale business also depends upon the ability of
its retail store customers to compete successfully with other retail food
stores.
The Company also competes on the retail level in a fragmented market
with many organizations of various sizes, ranging from national and regional
retail chains to local chains and privately owned unaffiliated stores. Depending
on the product and location involved, the principal methods of competition at
the retail level are price, quality and assortment, store location and format,
sales promotions, advertising, availability of parking, hours of operation and
store appeal.
7
The Company competes directly in its produce marketing operations with
a large number of other firms that pack, ship and market produce. The Company
also competes indirectly with larger, integrated firms that grow, pack, ship and
market produce. The principal methods of competition in this segment are service
provided to growers and the ability to sell produce at the most favorable
prices.
5. EMPLOYEES.
As of January 2, 1999, the Company employed 11,750 persons (5,263 of
which were employed on a part-time basis). All employees are non-union,
except 704 employees who are unionized under various bargaining agreements.
The Company considers its employee relations to be good.
6. FORWARD LOOKING STATEMENTS.
The information contained in this report and in the documents
incorporated herein by reference include forward-looking statements made
under the safe harbor provisions of the Private Securities Litigation Reform
Act of 1995. Such forward-looking statements can be identified by the use of
words like "believes," "expects," "may," "will," "should," "anticipates," or
similar expressions, as well as discussions of strategy. Although such
statements represent management's current expectations based upon available
data, they are subject to risks, uncertainties and other factors that could
cause actual results to differ materially from those anticipated. Such risks,
uncertainties and other factors may include, but are not limited to, the
ability to: (i) meet debt service obligations and maintain future financial
flexibility; (ii) respond to continuing competitive pricing pressures; (iii)
retain existing independent wholesale customers and attract new accounts;
(iv) address Year 2000 issues as they affect the Company, its customers and
vendors; and (v) fully integrate acquisitions and realize expected synergies.
A more detailed description of some of the risk factors is set forth in
Exhibit 99.1.
ITEM 2. PROPERTIES.
The principal executive offices of the Company are located in Edina,
Minnesota, and consist of approximately 68,000 square feet of office space in a
building owned by the Company. The executive office for the Super Food
subsidiary is located in Dayton, Ohio and consists of 8,580 square feet of
leased office space. In addition to these executive offices, the Company leases
an additional 26,250 square feet of office space in Edina, Minnesota and St.
Louis Park, Minnesota as well as 14,580 square feet in Cincinnati, Ohio.
A. WHOLESALE DISTRIBUTION.
The locations and sizes of the Company's distribution centers used
primarily in its wholesale distribution operations are listed below (all of
which are owned, except as indicated). The distribution center facilities
that are leased have varying terms, all with remaining terms of less than 20
years.
Approx. Size
Location (Square Feet)
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Midwest/West:
Denver, Colorado (a) 335,800
Cedar Rapids, Iowa (b) 399,900
St. Cloud, Minnesota 329,000
Omaha, Nebraska (a) 626,900
Fargo, North Dakota (c) 303,800
Minot, North Dakota 185,200
Rapid City, South Dakota (d) 189,500
Sioux Falls, South Dakota (e) 271,100
Southeast:
Statesboro, Georgia (a) (f) 287,800
8
Approx. Size
Location (Square Feet)
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Lumberton, North Carolina (a) (g) 256,600
Rocky Mount, North Carolina (a) 191,800
Bluefield, Virginia 187,500
Super Food Services, Inc.
Bellefontaine, Ohio (h) 868,200
Cincinnati, Ohio 445,600
Bridgeport, Michigan (a) 604,500
Total Square Footage 5,483,200
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(a) Leased facility.
(b) Includes 48,000 square feet that are leased by the Company.
(c) Includes 15,000 square feet that are leased by the Company.
(d) Includes 2,400 square feet that are leased by the Company.
(e) Includes 75,000 square feet that are leased by the Company.
(f) Includes 46,400 square feet that are owned by the Company.
(g) Includes 16,100 square feet of produce warehouse space located in
Wilmington, North Carolina that are leased by the Company. The warehouse
is currently being expanded to include an additional 95,900 square feet
of warehouse space.
(h) Includes 197,000 square feet that are leased by the Company. This
facility is considered by the Company to constitute two distribution
centers: (1) Super Food distribution center - distribution of dry
groceries, frozen foods, fresh and processed meat products, and a
variety of non-food products; and (2) General Merchandise Services
distribution center - distribution of health and beauty care products,
general merchandise and specialty grocery products. General Merchandise
Services, an operating unit of Super Food, utilizes approximately 254,000
square feet of the total space (owned and leased).
Various of these distribution centers also distribute products to military
commissaries located in their geographic area.
B. MILITARY DISTRIBUTION.
The locations and sizes of the Company's distribution centers used
primarily in its military distribution operations are listed below (each of
which is leased, except as indicated). The distribution center facilities
that are leased have varying terms, each with a remaining term of less than
20 years.
Approx. Size
Location (Square Feet)
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Baltimore, Maryland (a) 350,500
Norfolk, Virginia (a) (b) 568,600
Total Square Footage 919,100
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(a) Leased facility.
(b) Includes 59,250 square feet that are owned by the Company.
9
C. RETAIL OPERATIONS.
As of January 2, 1999, the aggregate square footage of the Company's
ninety-three (93) retail grocery stores totaled 2,649,650 square feet.
D. OTHER OPERATIONS.
Nash-DeCamp has executive offices comprising approximately 11,600
square feet of leased space in an office building located in Visalia,
California. It owns and operates three packing, shipping and/or cold storage
facilities in California in connection with its produce marketing operations,
with total space of approximately 174,000 square feet. In addition to such
storage facilities, Nash-DeCamp also owns approximately 879 acres for the
production of table grapes, 1,110 acres for the production of peaches, plums,
apricots, persimmons and nectarines, 42 acres for the production of citrus, and
252 acres of open ground for future development, all in San Joaquin Valley of
California. Nash-DeCamp also leases 185 acres for the production of tree fruit
located in the San Joaquin Valley and, through a 99%-owned Chilean subsidiary,
approximately 740 acres in Chile for the production of table grapes.
ITEM 3. LEGAL PROCEEDINGS.
The Company is subject to ordinary routine legal proceedings incidental
to its business. There are no pending matters, however, which are expected to
have a material impact on the business or financial condition of the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matter was submitted to a vote of security holders during the fourth
quarter of the fiscal year covered by this Report.
10
ITEM 4A. EXECUTIVE OFFICERS OF THE REGISTRANT.
The executive officers of the Company, their ages, the year first
elected or appointed as an executive officer and the offices held as of March
31, 1999 are as follows:
Year First Elected or
Appointed as an
Name Age Executive Officer Title
- ---- --- ----------------- -----
Ron Marshall 45 1998 President and Chief Executive Officer
John A. Haedicke 46 1999 Exec. Vice President, Chief Financial and
Administrative Officer
Bruce A. Cross 47 1998 Sr. Vice President and Chief Information Officer
John M. McCurry 50 1996 Sr. Vice President - Wholesale Operations
William A. Merrigan 54 1998 Sr. Vice President - Distribution & Logistics
Norman R. Soland 58 1986 Sr. Vice President, Secretary and General Counsel
Mark Ahlstrom 43 1999 Vice President - Category Management
Arthur L. Keeney 46 1998 Vice President - Corporate Retail Stores
Gerald D. Maurice 65 1993 Vice President - Store Development
Charles F. Ramsbacher 56 1991 Vice President - Marketing
John R. Scherer 48 1994 Vice President and Chief Financial Officer
Suzanne S. Allen 34 1996 Treasurer
Lawrence A. Wojtasiak 53 1990 Controller
There are no family relationships between or among any of the executive
officers or directors of the Company. Executive officers of the Company are
elected by the Board of Directors for one-year terms, commencing with their
election at the first meeting of the Board of Directors immediately following
the annual meeting of stockholders and continuing until the next such meeting of
the Board of Directors.
Mr. Marshall was elected as President and Chief Executive Officer as of
June 1, 1998. Mr. Marshall previously served as Executive Vice President and
Chief Financial Officer of Pathmark Stores, Inc. (a retail grocery store chain)
from September 1994 to May 1998 and as Senior Vice President and Chief Financial
Officer of Dart Group Corporation (a retailer of groceries, auto parts and
books) from November 1991 to September 1994.
Mr. Haedicke was elected as Executive Vice President, Chief Financial
and Administrative Officer as of March 1, 1999. Mr. Haedicke previously served
as Executive Vice President and Chief Operating Officer of OneSource, a
third-party warehousing and consolidation service division of C&S Wholesale
Grocers, Inc. (a food wholesaler) from March 1997 to February 1999, Vice
President of Finance (ECR Division) of Kraft Foods, Inc. from September 1994 to
March 1997, and as Director, Activity Based Costing, of Coca-Cola Company from
December 1990 to September 1994.
11
Mr. Cross was elected as Senior Vice President, Chief Information
Officer as of September 29, 1998. Mr. Cross previously served as Senior Project
Executive for IBM Global Services from January 1995 to September 1998 and as
Director of Information Services for Safeway, Inc. (a retail grocery store
chain) from May 1988 to May 1994.
Mr. McCurry was elected as Senior Vice President - Wholesale Operations
as of January 3, 1999. He previously served as Vice President, Independent Store
Operations from May 1996 to January 1999 and as Director of Independent Store
Operations from August 1993 to May 1996.
Mr. Merrigan was elected as Senior Vice President - Distribution and
Logistics as of November 30, 1998. He previously served as Vice President -
Logistics for Wakefern Food Corp. (a cooperative wholesale food distributor)
from August 1986 to November 1998.
Mr. Soland was elected as Senior Vice President on July 14, 1998, and
has served as Secretary and General Counsel since January 1986. He served as
Vice President, Secretary and General Counsel from May 1988 to July 1998.
Mr. Ahlstrom was elected as Vice President - Category Management on
February 17, 1999. He previously served as National Product Manager for American
Stores Company (a retail grocery store chain) from May 1996 to February 1999,
and as Director of Grocery for Ralphs Grocery Company (a retail grocery store
chain) from January 1994 to May 1996.
Mr. Keeney was elected as Vice President - Corporate Retail Stores on
July 14, 1998. He previously served as Director of Sales and Advertising for the
Super K Division of Kmart Corporation, from July 1995 to June 1998, as well as
its Director of Grocery Operations from December 1993 to July 1995.
Mr. Maurice was elected Vice President, Store Development in May 1993.
He previously served as an operating Vice President and division manager for
more than five years.
Mr. Ramsbacher has served as Vice President, Marketing since May 1991.
Mr. Scherer was appointed as Chief Financial Officer in November 1995
and elected as Vice President effective as of December 1994. He previously
served as Vice President, Planning and Financial Services from December 1994 to
November 1995, and as Director of Strategic Planning and Financial Services from
April 1994 to December 1994.
Ms. Allen was elected as Treasurer effective as of January 1996. She
previously served as Assistant Treasurer from May 1995 to January 1996, and
Treasury Manager from January 1993 to May 1995.
Mr. Wojtasiak has served as Controller since May 1990.
12
PART II
ITEM 5. MARKET FOR COMPANY'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
The information under the caption "Price Range of Common Stock and
Dividends" on page 22 of the Company's 1998 Annual Report is incorporated herein
by reference.
ITEM 6. SELECTED FINANCIAL DATA
The financial information under the caption "Consolidated Summary of
Operations" on pages 38 and 39 of the Company's 1998 Annual Report is
incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The information under the caption "Management's Discussion and Analysis
of Financial Condition and Results of Operations" on pages 18-22 of the
Company's 1998 Annual Report is incorporated herein by reference.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
The information under the caption "Liquidity and Capital Resources"
on pages 21-22 of the Company's 1998 Annual Report is incorporated herein by
reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Company's Consolidated Financial Statements and the report of its
independent auditors on pages 22-36 of the Company's 1998 Annual Report are
incorporated herein by reference, as is the unaudited information set forth
under the caption "Quarterly Financial Information" on page 37.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
Not applicable.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
A. DIRECTORS OF THE REGISTRANT.
The information under the captions "Election of Directors--Information
About Directors and Nominees" and "Election of Directors--Other Information
About Directors and Nominees" in the Company's 1999 Proxy Statement is
incorporated herein by reference.
13
B. EXECUTIVE OFFICERS OF THE REGISTRANT.
Information concerning executive officers of the Company is included in
this Report under Item 4A, "Executive Officers of the Registrant".
C. COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT OF 1934.
Information under the caption "Section 16(a) Beneficial Ownership
Reporting Compliance" in the Company's 1999 Proxy Statement is incorporated
herein by reference.
ITEM 11. EXECUTIVE COMPENSATION
The information under the captions "Election of Directors--Compensation
of Directors" and "Executive Compensation and Other Benefits" in the Company's
1999 Proxy Statement is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information under the captions "Security Ownership of Certain
Beneficial Owners" and "Security Ownership of Management" in the Company's 1999
Proxy Statement is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information under the captions "Election of Directors--Other
Information About Directors and Nominees" and "Executive Compensation and Other
Benefits--Indebtedness of Management" in the Company's 1999 Proxy Statement is
incorporated herein by reference.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K
A. FINANCIAL STATEMENTS.
The following Financial Statements are incorporated herein by reference
from the pages indicated in the Company's 1998 Annual Report:
- Independent Auditors' Report -- page 22
- Consolidated Statements of Operations for the fiscal years
ended January 2, 1999, January 3, 1998, and December 28, 1996
-- page 23
- Consolidated Balance Sheets as of January 2, 1999 and January 3,
1998 -- page 24
- Consolidated Statements of Cash Flows for the fiscal years
ended January 2, 1999, January 3, 1998, and December 28, 1996 --
page 25.
- Consolidated Statements of Stockholders' Equity for the fiscal
years ended January 2, 1999, January 3, 1998, and December 28,
1996 -- page 26
14
- Notes to Consolidated Financial Statements -- pages 27-36
B. FINANCIAL STATEMENT SCHEDULE.
The following financial statement schedules are included herein and
should be read in conjunction with the consolidated financial statements
referred to above (page numbers refer to pages in this Report):
- Valuation and Qualifying Accounts - page 18
- Other Schedules. Other schedules are omitted because the
required information is either inapplicable or presented in the
consolidated financial statements or related notes.
C. EXHIBITS.
The exhibits to this Report are listed in the Exhibit Index on pages
E-1 to E-9 herein.
A copy of any of these exhibits will be furnished at a reasonable cost
to any person who was a stockholder of the Company as of March 22, 1999, upon
receipt from any such person of a written request for any such exhibit. Such
request should be sent to Nash Finch Company, 7600 France Avenue South, P.O. Box
355, Minneapolis, Minnesota, 55440-0355, Attention: Secretary.
The following is a list of each management contract or compensatory
plan or arrangement required to be filed as an exhibit to this Annual Report on
Form 10-K pursuant to Item 14(c):
1. Nash Finch Profit Sharing Plan - 1994 Revision and Nash
Finch Profit Sharing Trust Agreement (as restated effective
January 1, 1994) (incorporated by reference to Exhibit 10.6 to
the Company's Annual Report on Form 10-K for the fiscal year
ended January 1, 1994 (File No. 0-785)).
2. Nash Finch Profit Sharing Plan - 1994 Revision - First
Declaration of Amendment (incorporated by reference to Exhibit
10.7 to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1994 (File No. 0-785)).
3. Nash Finch Profit Sharing Plan - 1994 Revision - Second
Declaration of Amendment (incorporated by reference to Exhibit
10.10 to the Company's Annual Report on Form 10-K for the
fiscal year ended December 30, 1995 (File No. 0-785)).
4. Nash Finch Profit Sharing Plan - 1994 Revision - Third
Declaration of Amendment (incorporated by reference to Exhibit
10.22 to the Company's Annual Report on Form 10-K for the
fiscal year ended January 3, 1998 (File No. 0-785)).
5. Nash Finch Profit Sharing Plan - 1994 Revision - Fourth
Declaration of Amendment (incorporated by reference to Exhibit
10.23 to the Company's Annual Report on Form 10-K for the
fiscal year ended January 3, 1998 (File No. 0-785)).
15
6. Nash Finch Profit Sharing Plan - 1994 Revision - Fifth
Declaration of Amendment (incorporated by reference to Exhibit
10.24 to the Company's Annual Report on Form 10-K for the
fiscal year ended January 3, 1998 (File No. 0-785)).
7. Nash Finch Executive Incentive Bonus and Deferred
Compensation Plan (as amended and restated effective December
31, 1993) (incorporated by reference to Exhibit 10.7 to the
Company's Annual Report on Form 10-K for the fiscal year ended
January 1, 1994 (File No. 0-785)).
8. Excerpts from minutes of the November 11, 1986 meeting of
the Board of Directors regarding Nash Finch Pension Plan, as
amended (incorporated by reference to Exhibit 10.9 to the
Company's Annual Report on Form 10-K for the fiscal year ended
January 3, 1987 (File No. 0-785)).
9. Excerpts from minutes of the November 21, 1995 meeting of
the Board of Directors regarding Nash Finch Pension Plan, as
amended (incorporated by reference to Exhibit 10.13 to the
Company's Annual Report on Form 10-K for the fiscal year ended
December 30, 1995 (File No. 0-785)).
10. Excerpts from minutes of the April 9, 1996 meeting of the
Board of Directors regarding director compensation
(incorporated by reference to Exhibit 10.22 to the Company's
Annual Report on Form 10-K for the fiscal year ended December
28, 1996 (File No. 0-785)).
11. Excerpts from minutes of the November 19, 1996 meeting of
the Board of Directors regarding director compensation
(incorporated by reference to Exhibit 10.23 to the Company's
Annual Report on Form 10-K for the fiscal year ended December
28, 1996 (File No. 0-785)).
12. Form of letter agreement specifying benefits in the event
of termination of employment following a change in control of
Nash Finch (incorporated by reference to Exhibit 10.20 to the
Company's Annual Report on Form 10-K for the fiscal year ended
December 29, 1990 (File No. 0-785)).
13. Nash Finch Income Deferral Plan (incorporated by reference
to Exhibit 10.17 to the Company's Annual Report on Form 10-K
for the fiscal year ended January 1, 1994 (File No. 0-785)).
14. Nash Finch 1994 Stock Incentive Plan, as amended
(incorporated by reference to Exhibit 10.2 to the Company's
Quarterly Report on Form 10-Q for the period ended June 14,
1997 (File No. 0-785)).
15. Nash Finch 1995 Director Stock Option Plan (incorporated
by reference to Exhibit 10.2 to the Company's Quarterly Report
on Form 10-Q for the period ended June 17, 1995 (File No.
0-785)).
16. Nash Finch 1997 Non-Employee Director Stock Compensation
Plan (incorporated by reference to Exhibit 10.1 to the
Company's Quarterly Report on Form 10-Q for the period ended
June 14, 1997 (File No. 0-785)).
17. Excerpts from minutes of the November 17, 1998 meeting of
the Board of Directors regarding director compensation (filed
herewith as Exhibit 10.35)
16
18. Retirement Agreement dated as of May 12, 1998 between
Alfred N. Flaten and the Company (incorporated by reference to
Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q
for the period ended October 10, 1998 (File No. 0-785)).
19. Offer of Employment to Ron Marshall dated May 7, 1998 from
Donald R. Miller, Board Chair (filed herewith).
D. REPORTS ON FORM 8-K:
No reports on Form 8-K were filed during the fourth quarter of the
fiscal year ended January 2, 1999.
17
NASH FINCH COMPANY AND SUBSIDIARIES SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
FISCAL YEARS ENDED JANUARY 2, 1999 JANUARY 3, 1998 AND DECEMBER 28, 1996
(IN THOUSANDS)
Additions
-----------------------------------
Balance at Charged to
beginning costs and Due to
Description of year expenses acquisitions
- --------------------------------- ------------ ------------- ---------------
52 weeks ended December 28, 1996:
Allowance for doubtful receivables (c) $4,880 1,893 23,314
Provision for losses relating to
leases on closed locations 2,758 195 2,599
------------ ------------- ---------------
$7,638 2,088 25,913
------------ ------------- ---------------
------------ ------------- ---------------
53 weeks ended January 3, 1998:
Allowance for doubtful receivables (c) $ 28,093 5,055 --
Provision for losses relating to
leases on closed locations 4,878 393 --
------------ ------------- ---------------
$32,971 5,448 --
------------ ------------- ---------------
------------ ------------- ---------------
52 weeks ended January 2, 1999:
Allowance for doubtful receivables (c) $26,668 10,637 --
Provision for losses relating to
leases on closed locations 4,317 4,205 --
------------ ------------- ---------------
$30,985 14,842 --
------------ ------------- ---------------
------------ ------------- ---------------
Charged
(credited) Balance
to other at end
Description accounts Deductions of year
- --------------------------------- ------------ ------------- ----------
52 weeks ended December 28, 1996:
Allowance for doubtful receivables (c) 126 (a) 2,120 (b) 28,093
Provision for losses relating to
leases on closed locations -- 674 (d) 4,878
------------ ------------- ----------
126 2,794 32,971
------------ ------------- ----------
------------ ------------- ----------
53 weeks ended January 3, 1998:
Allowance for doubtful receivables (c) 67 (a) 6,547 (d) 26,668
Provision for losses relating to
leases on closed locations -- 954 (d) 4,317
------------ ------------- ----------
67 7,501 30,985
------------ ------------- ----------
------------ ------------- ----------
52 weeks ended January 2, 1999:
Allowance for doubtful receivables (c) 7 (a) 2,895 (b) 34,417
Provision for losses relating to
leases on closed locations -- 2,286 (d) 6,236
------------ ------------- ----------
7 5,181 40,653
------------ ------------- ----------
------------ ------------- ----------
(a) Recoveries on accounts previously charged off.
(b) Accounts charged off.
(c) Includes current and non-current receivables.
(d) Payments of lease obligations.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Dated: April 2, 1999 NASH-FINCH COMPANY
By /s/ Ron Marshall
-------------------------------
Ron Marshall
President, Chief Executive
Officer, and Director
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below on April 2, 1999 by the following persons on behalf
of the Registrant and in the capacities indicated.
/s/ Ron Marshall /s/ Lawrence A. Wojtasiak
- ---------------------------------------------------- --------------------------------------------
Ron Marshall, President, Lawrence A. Wojtasiak, Controller (Principal
Chief Executive Officer (Principal Executive Accounting Officer)
Officer) and Director
/s/ John A. Haedicke /s/ Carole F. Bitter
- ---------------------------------------------------- --------------------------------------------
John A. Haedicke, Chief Financial and Carole F. Bitter, Director
Administrative Officer (Principal Financial Officer)
/s/ Richard A. Fisher /s/ Jerry L. Ford
- ---------------------------------------------------- --------------------------------------------
Richard A. Fisher, Director Jerry L. Ford, Director
/s/ Allister P. Graham /s/ John H. Grunewald
- ---------------------------------------------------- --------------------------------------------
Allister P. Graham, Director John H. Grunewald, Director
/s/ Richard G. Lareau /s/ Donald R. Miller
- ---------------------------------------------------- --------------------------------------------
Richard G. Lareau, Director Donald R. Miller, Director
/s/ Robert F. Nash /s/ Jerome O. Rodysill
- ---------------------------------------------------- --------------------------------------------
Robert F. Nash, Director Jerome O. Rodysill, Director
- ----------------------------------------------------
William R. Voss, Director
NASH FINCH COMPANY
EXHIBIT INDEX TO ANNUAL REPORT
ON FORM 10-K
For Fiscal Year Ended January 2, 1999
Item
No. Item Method of Filing
- ---- ---- ----------------
2.1 Agreement and Plan of
Merger dated as of October 8,
1996 among the Company, NFC
Acquisition Corporation,
and Super Food Services, Inc. Incorporated by reference
to Exhibit 2.1 to the
Company's Current Report on
Form 8-K dated November 22,
1996 (File No. 0-785).
3.1 Restated Certificate of
Incorporation of the
Company Incorporated by reference
to Exhibit 3.1 to the
Company's Annual Report on
Form 10-K for the fiscal
year ended December 28,
1985 (File No. 0-785).
3.2 Amendment to Restated
Certificate of Incorporation
of the Company, effective
May 29, 1986 Incorporated by reference
to Exhibit 19.1 to the
Company's Quarterly Report
on Form 10-Q for the
quarter ended October 4,
1986 (File No. 0-785).
3.3 Amendment to Restated
Certificate of Incorporation
of the Company, effective
May 15, 1987 Incorporated by reference
to Exhibit 4.5 to the
Company's Registration
Statement on Form S-3
(File No. 33-14871).
3.4 Bylaws of the Company
as amended, effective
November 21, 1995 Incorporated by reference
to Exhibit 3.4 to the
Company's Annual Report on
Form 10-K for the fiscal
year ended December 30,
1995 (File No. 0-785).
E-1
Item
No. Item Method of Filing
- ---- ---- ----------------
4.1 Stockholder Rights
Agreement, dated
February 13, 1996, between
the Company and Norwest
Bank Minnesota,
National Association Incorporated by reference
to Exhibit 4 to the
Company's Current Report
on Form 8-K dated
February 13, 1996 (File
No. 0-785).
4.2 Indenture dated as of April 24,
1998 between the Company, the
Guarantors, and U.S. Bank Trust
National Association Incorporated by
reference to Exhibit 4.2
to the Company's
Registration Statement
on Form S-4 filed May
22, 1998 (File No.
333-53363).
4.3 Form of Company's 8.5% Senior
Subordinated Notes due 2008
Series A Incorporated by
reference to Exhibit 4.2
to the Company's
Quarterly Report on Form
10-Q for the quarter
ended June 20, 1998
(File No. 0-785).
4.4 Form of Company's 8.5% Senior
Subordinated Notes due 2008
Series B Incorporated by reference
to Exhibit 4.3 to the
Company's Quarterly
Report on Form 10-Q for
the quarter ended June
20, 1998 (File No.
0-785).
10.1 Note Agreements, dated
September 15, 1987, between
the Company and IDS Life
Insurance Company, and
between the Company and IDS
Life Insurance Company of New
York ("1987 Note Agreements") Incorporated by reference
to Exhibit 19.1 to the
Company's Quarterly Report
on Form 10-Q for the
quarter ended October 10,
1987 (File No. 0-785).
10.2 Note Agreements, dated
September 29, 1989,
between the Company
and Nationwide Life Insurance
Company, and between the
Company and West Coast Life
Insurance Company
("1989 Note Agreements") Incorporated by reference
to Exhibit 19.1 to the
Company's Quarterly Report
on Form 10-Q for the
quarter ended October 7,
1989 (File No. 0-785).
E-2
Item
No. Item Method of Filing
- ---- ---- ----------------
10.3 Note Agreements dated
March 22, 1991, between the
Company and The Minnesota
Mutual Life Insurance
Company, and between the
Company and The Minnesota
Mutual Life Insurance Company
- Separate Account F
("1991 Note Agreements") Incorporated by reference
to Exhibit 19.1 to the
Company's Quarterly Report
on Form 10-Q for the
quarter ended March 23,
1991 (File No. 0-785).
10.4 Note Agreements, dated as of
February 15, 1993, between
the Company and Principal
Mutual Life Insurance Company,
and between the Company and
Aid Association for Lutherans
("1993 Note Agreements") Incorporated by reference
to Exhibit 19.1 to the
Company's Quarterly Report
on Form 10-Q for the
quarter ended March 27,
1993 (File No. 0-785).
10.5 Note Agreements, dated March 22,
1996, between the Company and
The Variable Annuity Life Insurance
Company, Independent Life and
Accident Insurance Company,
Northern Life Insurance Company,
and Northwestern National Life
Insurance Company
("1996 Note Agreements") Incorporated by reference
to Exhibit 10.6 to the
Company's Annual Report on
Form 10-K for the fiscal
year ended December 30,
1995 (File No. 0-785).
10.6 First Amendment to the
1987 Note Agreements, 1989
Note Agreements, 1991 Note
Agreements, 1993 Note
Agreements, and 1996 Note
Agreements dated
as of November 15, 1996 Incorporated by reference
to Exhibit 10.6 to the
Company's Annual Report on
Form 10-K for the fiscal
year ended December 28,
1996 (File No. 0-785).
E-3
Item
No. Item Method of Filing
- ---- ---- ----------------
10.7 Second Amendment to the
1987 Note Agreements, 1989
Note Agreements, 1991 Note
Agreements, 1993 Note
Agreements, and 1996 Note
Agreements dated
as of November 15, 1996 Incorporated by reference
to Exhibit 10.7 to the
Company's Annual Report on
Form 10-K for the fiscal
year ended December 28,
1996 (File No. 0-785).
10.8 Third Amendment to the
1987 Note Agreements dated
as of January 15, 1997 Incorporated by reference
to Exhibit 10.8 to the
Company's Annual Report on
Form 10-K for the fiscal
year ended December 28,
1996 (File No. 0-785).
10.9 Third Amendment to the
1989 Note Agreements dated
as of January 15, 1997 Incorporated by reference
to Exhibit 10.9 to the
Company's Annual Report on
Form 10-K for the fiscal
year ended December 28,
1996 (File No. 0-785).
10.10 Third Amendment to the
1991 Note Agreements dated
as of January 15, 1997 Incorporated by reference
to Exhibit 10.10 to the
Company's Annual Report on
Form 10-K for the fiscal
year ended December 28,
1996 (File No. 0-785).
10.11 Third Amendment to the
1993 Note Agreements dated
as of January 15, 1997 Incorporated by reference
to Exhibit 10.11 to the
Company's Annual Report on
Form 10-K for the fiscal
year ended December 28,
1996 (File No. 0-785).
10.12 Third Amendment to the
1996 Note Agreements dated
as of January 15, 1997 Incorporated by reference
to Exhibit 10.12 to the
Company's Annual Report on
Form 10-K for the fiscal
year ended December 28,
1996 (File No. 0-785).
E-4
Item
No. Item Method of Filing
- ---- ---- ----------------
10.13 Note Agreements dated
November 1, 1989, between
Super Food Services, Inc. and
Nationwide Life Insurance Co.,
. Employers Life Insurance
Company of Wausau, and
West Coast Life Insurance
Company ("SFS 1989 Note
Agreements") Incorporated by reference
to Exhibit 10.13 to the
Company's Annual Report on
Form 10-K for the fiscal
year ended December 28,
1996 (File No. 0-785).
10.14 Credit Agreement dated as of
October 8, 1996 among the
Company, NFC Acquisition
Corp., Harris Trust and Savings
Bank, as Administrative Agent,
and Bank of Montreal and PNC
Bank, N.A., as Co-Syndication
Agents ("Credit Agreement") Incorporated by reference
to Exhibit 10.2 to the
Company's Quarterly Report
on Form 10-Q for the
quarter ended October 5,
1996 (File No. 0-785).
10.15 First Amendment to Credit
Agreement dated as of
December 18, 1996 Incorporated by reference
to Exhibit 10.15 to the
Company's Annual Report on
Form 10-K for the fiscal
year ended December 28,
1996 (File No. 0-785).
10.16 Second Amendment to Credit
Agreement dated as of
November 10, 1997 Incorporated by reference
to Exhibit 10.16 to the
Company's Annual Report on
Form 10-K for the fiscal
year ended January 3, 1998
(File No. 0-785).
10.17 Fourth Amendment to the
1996 Note Agreements dated
as of December 1, 1997 Incorporated by reference
to Exhibit 10.17 to the
Company's Annual Report on
Form 10-K for the fiscal
year ended January 3, 1998
(File No. 0-785).
E-5
Item
No. Item Method of Filing
- ---- ---- ----------------
10.18 Assumption Agreement and
Amended and Restated Note
Agreement dated as of
January 31, 1997, between the
Company, Nationwide Life
Insurance Company, Employers
Life Insurance Company of
Wausau, and West Coast Life
Insurance Company (amending
and restating the SFS 1989
Note Agreements) Incorporated by reference
to Exhibit 10.18 to the
Company's Annual Report on
Form 10-K for the fiscal
year ended January 3, 1998
(File No. 0-785).
10.19 Nash Finch Profit Sharing
Plan--1994 Revision and
Nash Finch Profit Sharing
Trust Agreement (as restated
effective January 1, 1994) Incorporated by reference
to Exhibit 10.6 to the
Company's Annual Report on
Form 10-K for the fiscal
year ended January 1, 1994
(File No. 0-785).
10.20 Nash Finch Profit Sharing
Plan -- 1994 Revision --
First Declaration of
Amendment Incorporated by reference
to Exhibit 10.7 to the
Company's Annual Report on
Form 10-K for the fiscal
year ended December 31,
1994 (File No. 0-785).
10.21 Nash Finch Profit Sharing
Plan -- 1994 Revision --
Second Declaration of
Amendment Incorporated by reference
to Exhibit 10.10 to the
Company's Annual Report on
Form 10-K for the fiscal
year ended December 30,
1995 (File No. 0-785).
10.22 Nash Finch Profit Sharing
Plan -- 1994 Revision --
Third Declaration of
Amendment Incorporated by reference
to Exhibit 10.22 to the
Company's Annual Report on
Form 10-K for the fiscal
year ended January 3, 1998
(File No. 0-785).
E-6
Item
No. Item Method of Filing
- ---- ---- ----------------
10.23 Nash Finch Profit Sharing
Plan -- 1994 Revision --
Fourth Declaration of
Amendment Incorporated by reference
to Exhibit 10.23 to the
Company's Annual Report on
Form 10-K for the fiscal
year ended January 3, 1998
(File No. 0-785).
10.24 Nash Finch Profit Sharing
Plan -- 1994 Revision --
Fifth Declaration of
Amendment Incorporated by reference
to Exhibit 10.24 to the
Company's Annual Report on
Form 10-K for the fiscal
year ended January 3, 1998
(File No. 0-785).
10.25 Nash Finch Executive
Incentive Bonus and
Deferred Compensation Plan
(as amended and restated
effective December 31, 1993) Incorporated by reference
to Exhibit 10.7 to the
Company's Annual Report on
Form 10-K for the fiscal
year ended January 1, 1994
(File No. 0-785).
10.26 Excerpts from minutes of the
November 11, 1986 meeting of
the Board of Directors
regarding Nash Finch
Pension Plan, as amended
effective January 2, 1966 Incorporated by reference
to Exhibit 10.9 to the
Company's Annual Report on
Form 10-K for the fiscal
year ended January 3, 1987
( File No. 0-785).
10.27 Excerpts from minutes of the
November 21, 1995 meeting of
the Board of Directors
regarding Nash Finch Pension
Plan, as amended Incorporated by reference
to Exhibit 10.13 to the
Company's Annual Report on
Form 10-K for the fiscal
year ended December 30,
1995 (File No. 0-785).
10.28 Excerpts from minutes of the
April 9, 1996 meeting of
the Board of Directors
regarding director compensation Incorporated by reference
to Exhibit 10.22 to the
Company's Annual Report on
Form 10-K for the fiscal
year ended December 28,
1996 (File No. 0-785).
10.29 Excerpts from minutes of the
November 19, 1996 meeting of
the Board of Directors
regarding director compensation Incorporated by reference
to Exhibit 10.23 to the
Company's Annual Report on
Form 10-K for the fiscal
year ended December 28,
1996 (File No. 0-785).
E-7
Item
No. Item Method of Filing
- ---- ---- ----------------
10.30 Form of Letter Agreement
Specifying Benefits in the
Event of Termination of
Employment Following a
Change in Control of Company Incorporated by reference
to Exhibit 10.20 to the
Company's Annual Report on
Form 10-K for the fiscal
year ended December 29,
1990 (File No. 0-785).
10.31 Nash Finch Income
Deferral Plan Incorporated by reference
to Exhibit 10.17 to the
Company's Annual Report on
Form 10-K for the fiscal
year ended January 1, 1994
(File No. 0-785).
10.32 Nash Finch 1994
Stock Incentive Plan, as amended Incorporated by reference
to Exhibit 10.2 to the
Company's Quarterly Report
on Form 10-Q for the
period ended June 14, 1997
(File No. 0-785).
10.33 Nash Finch 1995 Director
Stock Option Plan Incorporated by reference
to Exhibit 10.2 to the
Company's Quarterly Report
on Form 10-Q for the
period ended June 17, 1995
(File No. 0-785).
10.34 Nash Finch 1997 Non-Employee
Director Stock Compensation Plan Incorporated by reference
to Exhibit 10.1 to the
Company's Quarterly Report
on Form 10-Q for the
period ended June 14, 1997
(File No. 0-785).
10.35 Excerpts from minutes of the
November 17, 1998 meeting of
the Board of Directors
regarding director compensation Filed herewith.
10.36 Third Amendment to the Credit
Agreement Incorporated by reference
to Exhibit 10.1 to the
Company's Quarterly Report
on Form 10-Q for the
period ended March 28,
1998 (File No. 0-785).
10.37 Fourth Amendment to the Credit
Agreement Filed herewith.
10.38 Retirement Agreement dated as of
May 12, 1998 between Alfred N.
Flaten and the Company Incorporated by reference
to Exhibit 10.1 to the
Company's Quarterly Report
on Form 10-Q for the
period ended October 10,
1998 (File No. 0-785).
E-8
Item
No. Item Method of Filing
- ---- ---- ----------------
10.39 Offer of Employment to Ron
Marshall dated May 7, 1998 from
Donald R. Miller, Board Chair Filed herewith.
13.1 1998 Annual Report to
Stockholders (selected portions
of pages 18-39) Filed herewith.
21.1 Subsidiaries of the Company Filed herewith.
23.1 Consent of Ernst & Young LLP Filed herewith.
27.1 Financial Data Schedule Filed herewith.
99.1 Risk Factors Filed herewith.
E-9