Back to GetFilings.com
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
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:
December 28, 1996 0-785
---------------
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
-------------------
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
-------------------
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 No X
---- ---
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 24, 1997, 11,300,488 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 $202,780,250.
---------------------
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
December 28, 1996 (the "1996 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 May 13, 1997 (the "1997 Proxy
Statement").
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
PART I
ITEM 1. BUSINESS.
(a) GENERAL DEVELOPMENT OF BUSINESS.
Nash Finch Company, a Delaware corporation organized in 1921 as the
successor to a business founded in 1885, has its principal executive offices
at 7600 France Avenue South, Edina, Minnesota 55435. Its telephone number is
(612) 832-0534. Unless the context otherwise indicates, the term "Company,"
as used in this Report, means Nash Finch Company and its consolidated
subsidiaries. Furthermore, the information contained in this document
includes the applicable figures of corporations which have been acquired by
the Company during fiscal year 1996.
The Company is one of the largest food wholesalers in the United States,
serving approximately 2,350 affiliated and other independent retail
supermarkets, other retail stores and outlets, and institutional accounts,
such as military base commissaries, restaurants, schools and hospitals, as of
December 28, 1996. No one customer accounts for a significant portion of the
Company's sales. The Company also operates and supplies, as of December 28,
1996, 104 Company-owned supermarkets and warehouse stores. The Company's
affiliated and Company-owned stores operate under a number of tradenames,
including ECONOFOODS-Registered Trademark-, FOOD BONANZA-Registered
Trademark-, SUN MART-TM-, FAMILY THRIFT CENTER-TM-, EASTER FOODS-TM-, FOOD
FOLKS-Registered Trademark-, JACK & JILL-Registered Trademark-,
ECONOMART-TM-, OUR FAMILY FOODS-Registered Trademark-, FOOD PRIDE-Registered
Trademark-, SAX FOOD & DRUG -Registered Trademark- and IGA -Registered
Trademark- (a registered trademark of IGA, INC.). The Company's market areas
are in approximately 30 states in the Midwest, West, Mid-Atlantic and
Southeast and are serviced through 20 wholesale distribution centers and one
general merchandise warehouse. The Company packages, ships and markets fresh
produce from California and the countries of Chile and Mexico to a variety of
buyers across the United States, Canada and overseas.
In January, 1996, the Company acquired substantially all of the business
and assets of Military Distributors of Virginia, Inc. ("MDV"), a Virginia
corporation based in Norfolk, Virginia. MDV engages in the business of
distributing groceries and related products to military commissaries in the
eastern United States and Europe. The MDV operation has been consolidated
with the Company's existing military distribution operations in Baltimore,
Maryland, and Chesapeake, Virginia, into a single military division.
Currently, this military division is operating from two distribution centers
- - one in Norfolk and the other in Baltimore.
In July 1996, the Company acquired all of the outstanding shares of
capital stock of T. J. Morris Company, a Georgia corporation based in
Statesboro, Georgia. T. J. Morris Company is a wholesale distributor of a
full-line of food and related non-food products to independent grocery
retailers, including IGA Stores. The Company's existing operations based in
Macon, Georgia have been consolidated with the operations of T. J. Morris
Company at its Statesboro facility. Currently, the Company is operating T. J.
Morris Company as a wholly-owned subsidiary.
In December 1996, the Company completed the acquisition of all of the
outstanding shares of capital stock of Super Food Services, Inc. ("Super
Food"), a Delaware corporation based in Dayton, Ohio. Super Food was
incorporated in 1957 and, prior to the acquisition by the Company, was ranked
as the 14th largest grocery wholesaler in the United States, with sales for
its fiscal year ended August 31, 1996 of of approximately $1.2 billion.
Super Food services independent stores, including IGA stores, across six
states, including primarily Ohio, Michigan and Kentucky. Super Foods has four
distribution centers located in Bellefontaine, Ohio, Cincinnati, Ohio,
Bridgeport, Michigan, and Lexington, Kentucky, which provide a full line of
groceries and related products, other than produce. The distribution center
in Bellefontaine, Ohio also has a portion of its space dedicated to
distributing general merchandise to the other distribution centers. Since the
completion of the acquisition, the Company has been engaged in the process of
coordinating the distribution operations of Super Food with existing
distribution operations of the Company and consolidating the general and
administrative functions of Super Food with the general and administrative
functions of the Company in Edina, Minnesota.
In connection with the acquisition of Super Food, the Company obtained a
$500 million credit facility provided by a syndicate of banks for whom Harris
Trust and Savings Bank acts as the administrative agent and Bank of Montreal
and PNC Bank, National Association, act as co-syndication agents. This
credit facility is a $500 million senior credit unsecured revolving facility
maturing in five years, with a mandatory commitment reduction to $400 million
by December 31, 1998.
(b) FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS.
Financial information about the Company's business segments for the most
recent three fiscal years is contained on page 25 of the 1996 Annual Report
(Note 12 to 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 1996, 44% of such
warehouse operational profits were allocated to retail operations.
(c) NARRATIVE DESCRIPTION OF BUSINESS.
1. PRODUCTS SUPPLIED.
The Company distributes and sells 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 aids, tobacco products, paper products,
cleaning supplies and small household items. The Company primarily
distributes and sells nationally advertised brand 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. Many of the major suppliers of the Company are
large companies. The Company has no significant long-term purchase
obligations and believes that adequate and alternative sources of supply are
generally available to meet the Company's needs.
2
The Company also distributes and sells private label products using the
Company's own trademarks. A wide variety of grocery, dairy, packaged meat,
frozen foods, health and beauty products, paper and household products,
beverages, and other packaged products are manufactured or processed by
others for the Company and sold under Company brand names.
2. DISTRIBUTION.
The Company distributes products to Company-owned supermarkets and
warehouse stores and to independent customers and military base commissaries
from 20 distribution centers, as of December 28, 1996, located in Colorado,
Georgia, Iowa, Kansas, Kentucky, Maryland, Michigan, Minnesota, Nebraska (2),
North Carolina (2), North Dakota (2), Ohio (2), South Dakota, Virginia (2),
and Wisconsin. The Company's distribution centers are located at strategic
points to efficiently serve Company-owned stores, independent customers, and
military base 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. The Company also distributes health and beauty products, general
merchandise and specialty grocery products from a dedicated area of the
distribution center located in Bellefontaine, Ohio, and from a warehouse
facility located in Sioux Falls, South Dakota. In addition, the Company
distributes produce from a separate warehouse facility in Wilmington, North
Carolina.
The distribution centers serve as central sources of supply for
Company-owned and independent stores, military base commissaries and other
institutional customers within their operating areas. The distribution
centers maintain complete inventories containing virtually every national
brand grocery product sold in supermarkets, together with a wide variety of
high-volume private label items. In addition, the distribution centers
provide full lines of perishables, including fresh meats and poultry, fresh
fruits and vegetables, (except Super Food) dairy and delicatessen products
and frozen foods. Retailers order their inventory requirements at regular
intervals through direct linkage with Company computers. Deliveries 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 approximately 500 tractors, 1,200 semi-trailers, and 75 small trucks
and vans, 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 customers
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 products to military base commissaries 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 them, the Company invoices the manufacturer for the cost of
the merchandise delivered plus negotiated fees.
3
3. WHOLESALE OPERATIONS.
As of December 28, 1996, the Company distributed food products and
non-food items, on a wholesale basis, to approximately 2,350 affiliated and
other independent retail supermarkets, other retail stores and outlets, and
institutional accounts, such as military base commissaries, restaurants,
schools and hospitals. The Company's retail supermarket customers are
primarily self-service supermarkets that carry a wide variety of grocery
products, health and beauty products and general merchandise. Many stores
also have one or more specialty departments such as delicatessens, in-store
bakeries, restaurants, pharmacies and flower shops. The stores served by the
Company's wholesale operations range in size from small stores to large
supermarkets containing approximately 65,000 square feet.
The Company offers to its affiliated independent retailers a broad range
of services, including promotion, advertising and merchandising programs, the
installation of computerized ordering, receiving and scanning systems, the
establishment and supervision of computerized retail accounting, budgeting
and payroll systems, personnel management assistance and employee training,
consumer and market research, store development services and insurance
programs. The Company's retail counselors and other Company personnel advise
and counsel the affiliated independents, and directly provide many of the
above services. Separate charges are made for some of these services. Other
independent stores are charged for services on a negotiated basis. 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 develop a
single pattern for the services it provides, the Company has developed
flexible programs to serve the needs of most of its affiliated independents,
whether rural or urban, large or small.
The Company's assistance to its affiliated independent stores 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. The services provided include site selection,
marketing studies, building design, store layout and equipment planning and
procurement. The Company assists its retail customers in securing existing
supermarkets that are for sale from time to time in market areas serviced by
the Company and, occasionally, acquires existing stores for resale to
customers.
The Company also may provide financial assistance to independent
retailers it services, generally in connection with new store development and
the upgrading or expansion of existing stores. The Company makes secured
loans to some of its affiliated independent operators, 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 December 28, 1996, the Company had outstanding
$33,858,000 in such secured loans to 171 independent operators. 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
4
Company also uses its credit strength to lease supermarket locations and
sublease them to independent operators, at rates that are at least as high as
the rent paid by the Company.
4. RETAIL OPERATIONS.
As of December 28, 1996, the Company owned and operated 108 retail
outlets, including 74 supermarkets, 30 warehouse stores and 4 combination
general merchandise/food stores. The Company has devoted considerable
resources in recent years to acquire, construct, enlarge and modernize
Company-owned stores; and, by constructing new stores or expanding existing
stores, seeks to add either larger conventional supermarkets (at least 30,000
square feet) or warehouse stores (at least 45,000 square feet), as
appropriate. The Company has implemented a number of automated systems,
including scanning and direct store delivery for its stores. These systems
provide inventory control at delivery and checkout points, reduce shrinkage
and increase labor efficiency.
The Company operates its supermarkets principally under the names SUN
MART-TM-, EASTER FOODS-TM- and FOOD FOLKS-Registered Trademark-. These
stores, thirteen of which the Company owns (the remainder are leased), range
in size up to approximately 46,000 square feet. These stores are primarily
self-service supermarkets that carry a wide variety of grocery products,
health and beauty products, and general merchandise. Many stores also
have one or more specialty departments such as delicatessens, in-store
bakeries, restaurants, pharmacies and flower shops.
The Company operates 30 warehouse stores principally under the names
ECONOFOODS-Registered Trademark- and FOOD BONANZA-Registered Trademark-.
These stores, seven of which the Company owns (the remainder are leased),
range in size up to approximately 106,000 square feet. The Company's
warehouse 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 products, all at lower prices. Many have
specialty departments such as delicatessens, in-store bakeries, pharmacies,
banks and floral and video departments. These stores appeal to quality and
price-conscious customers who want national brands, broad selection, and
availability of convenience foods, but are willing, in some cases, to forgo
standard supermarket services. The stores are able to offer lower prices due
to increased business volume as well as the limited services available.
The Company also operates four combination general merchandise/food
stores under the name FAMILY THRIFT CENTER-TM-. These stores, three of which
are owned, range in size up to approximately 60,000 square feet. In addition
to traditional supermarket food departments, these stores have expanded
general merchandise and health and beauty products departments and
pharmacies, and some also have sit-down restaurants, full-service floral
departments and book departments.
5. PRODUCE MARKETING OPERATIONS.
Through a wholly-owned subsidiary, Nash-DeCamp Company, the Company
grows, packs, ships and markets fresh fruits and vegetables from locations in
California and the
5
countries of Chile and Mexico to customers across the United States and
Canada, and also overseas. For regulatory reasons, the amount of business
between Nash-DeCamp Company 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.
6. COMPETITION.
All segments of the Company's business are highly competitive. The
Company competes directly at the wholesale level with a number of wholesalers
that supply independent retailers, including "cooperative" wholesalers that
are owned by their retail customers and "voluntary" 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 bases. The Company also competes indirectly with
the warehouse and distribution operations of the large integrated chains,
which consist of single entities owning both wholesale and retail operations.
At the wholesale level, the principal methods of competition are location of
distribution centers, the services offered to independent retailers, such as
store financing and use of store names, and the services offered to
manufacturers of products sold to military base 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 competes on the retail level in a fragmented market with
many organizations of various sizes, ranging from national chains and
voluntary or cooperative groups to local chains and privately owned
unaffiliated stores. Depending on the product and location involved, the
principal methods of competition at the retail level include price, service,
quality, display, selection and store location.
The Company competes directly in its produce marketing operations with a
large number of other firms that pack, ship and market produce, and 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.
7. EMPLOYEES.
As of December 28, 1996, the Company employed approximately 12,775
persons (approximately 7,000 full-time and 5,775 part-time).
6
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. In addition to the executive offices, the
Company leases an additional 15,275 square feet of office space in Edina,
Minnesota. The locations and sizes of the Company's distribution centers, as
of December 28, 1996, are listed below (all of which are owned, except as
indicated). The distribution center facilities which are leased have varying
terms, all with remaining terms of less than 20 years. Total rent in fiscal
year 1996 for the leased facilities was $5,868,813.
Approx. Size
Location (Square Feet)
--------- ------------
Midwest/West:
Denver, Colorado (1) 335,800
Cedar Rapids, Iowa 351,900
Liberal, Kansas 176,500
St. Cloud, Minnesota 325,100
Grand Island, Nebraska 177,700
Lincoln, Nebraska 226,000
Fargo, North Dakota 288,800
Minot, North Dakota 185,200
Rapid City, South Dakota 186,600
Sioux Falls, South Dakota (2) 252,400
Appleton, Wisconsin 430,900
Southeast:
Stateboro, Georgia (1)(3) 287,800
Baltimore, Maryland (1)(4) 234,500
Lumberton, North Carolina (1)(5) 256,600
Rocky Mount, North Carolina (1) 191,800
Bluefield, Virginia 186,400
Norfolk, Virginia (1)(6) 567,900
Super Food Services, Inc.
Lexington, Kentucky (1) 319,400
Bellefontaine, Ohio (7) 773,700
Cincinnati, Ohio (8) 572,750
Bridgeport, Michigan (1) 581,300
Total Square Footage 6,909,050
- --------------
(1) Leased facility.
(2) Includes 79,300 square feet of warehouse space which is leased by the
Company.
(3) Includes 46,400 square feet of space which is owned by the Company.
7
(4) Includes 60,000 square feet of refrigerated warehouse space located in
Jessup, Maryland. Since year-end, the operations have been
consolidated with those in Norfolk, Virginia and the Company no longer
operates from the Jessup facility.
(5) Includes 16,100 square feet of produce warehouse space located in
Wilmington, North Carolina which is owned by the Company.
(6) Includes 49,645 square feet which is owned by the Company.
(7) Includes 162,700 square feet which is leased by the Company. General
merchandising services utilizes approximately 480,000 square feet of the
total space (owned and leased).
(8) Includes 151,600 square feet which was leased by the Company as of
year-end. As of February 14, 1997, the Company no longer occupies 81,000
square feet of such leased space.
The following table shows the number and aggregate size of Company-owned
and operated supermarkets and warehouse stores operated at December 28, 1996:
Supermarkets:
Number of stores 74
Total square feet 1,641,670
Warehouse stores:
Number of stores 30
Total square feet 1,288,000
Combination General Merchandise/Food:
Number of stores 4
Total square feet 172,000
Totals:
Number of stores 108
Total square feet 3,101,670
The Company leases 61 of its supermarket store buildings and one (1)
combination general merchandise/food store building (the remainder are
owned), which range in size up to approximately 60,000 square feet. The
Company also leases 23 of its warehouse store buildings, which range in size
up to approximately 106,000 square feet. These leases are for varying terms,
primarily under 20 years. The total rent in fiscal year 1996 for store
buildings was approximately $8,834,000.
Further information about the lease obligations of the Company is given
in Note 7 to the Consolidated Financial Statements on page 24 of the 1996
Annual Report, incorporated herein by reference.
Nash-DeCamp Company has executive offices comprising approximately 9,000
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 Company also owns approximately 713 acres for
the production
8
of table grapes, 40 acres for the production of kiwi fruit, 903 acres for the
production of peaches, plums, apricots and nectarines, 614 acres for the
production of citrus, and 198 acres of open ground for future development, all
in San Joaquin Valley of California. Nash-DeCamp Company also leases 123
acres of tree fruit located in the San Joaquin Valley and, through a
wholly-owned Chilean subsidiary, approximately 740 acres in Chile for the
production of table grapes.
Nash-DeCamp Company makes a continuing effort to keep all of its
properties and facilities modern, efficient and adequate for its operational
needs, through the acquisition, disposition, expansion and improvement of
such properties and facilities. As a result, Nash-DeCamp Company believes
that its properties and facilities are, on an aggregate basis, fully utilized
and adequate for the conduct of its business.
ITEM 3 LEGAL PROCEEDINGS.
In November 1992, Jin Ku Kim, currently an employee of the Company,
commenced an action against the Company in U.S. District Court for the
Northern District of Iowa claiming damages as a result of the alleged failure
of the Company to promote Mr. Kim to the position of shipping foreman in
November 1990 and April 1992 because of his national origin and race, and the
alleged retaliation against him by the Company in terms and conditions of
employment after he filed charges of employment discrimination with the Cedar
Rapids, Iowa, Civil Rights Commission. On September 16, 1994, a jury verdict
was entered against the Company in the amount of $8,786,000, including
$36,000 in back pay, $1,750,000 in mental anguish and loss of enjoyment of
life and $7,000,000 in punitive damages. On April 13, 1995, the U.S.
District Court entered an Amended Judgment reducing the jury award to a total
of $421,000 plus attorneys' fees and costs of $114,556. Both Mr. Kim and the
Company have filed appeals from the Amended Judgment with the United States
Court of Appeals for the Eighth Circuit. Mr. Kim's appeal seeks reinstatement
of the jury verdict and the Company's appeal seeks judgment as a matter of
law or further reduction of the damage award; both parties seek a new trial
in the alternative. Briefs have been submitted and the case was argued on
December 14, 1995. No decision has been issued. The Company continues to
deny that Mr. Kim has suffered any discrimination or retaliation, or any
damages as a result thereof. The Company believes that there is substantial
basis, both in the facts of this case and in law, supporting the Company's
position before the Eighth Circuit. Although no assurance can be given that
the Eighth Circuit will award the relief the Company seeks, the Company
believes that the jury verdict will not be reinstated and that the reserves
it has established are reasonably adequate to cover its liability.
9
On April 2, 1996 an individual engaged in growing citrus crops in Fresno
County commenced an action entitled EMILIANO MORENO V. NASH-DECAMP COMPANY,
ET. AL., against Nash-DeCamp Company and others, including three of its
officers and directors, in the United States District Court for the Eastern
District of California. Nash-DeCamp Company provided services to the
plaintiff relating to the packing, marketing and distribution of produce
grown by the plaintiff, and advanced financing to assist the plaintiff in
growing and harvesting his crops. Plaintiff's complaint alleges that the
defendants engaged in various acts of misconduct relating to the handling,
packaging and pricing of such produce in violation of various federal and
state laws, resulting in unspecified damages to the plaintiff. In his
complaint, plaintiff sought unspecified compensatory damages, punitive and
exemplary damages, treble damages, attorneys' fees and costs of suit, as well
as injunctive relief. The defendants filed an answer raising various
defenses to and denying the allegations set forth in the complaint. In
addition, Nash-DeCamp Company has filed a counterclaim to recover monies owed
to it by plaintiff, costs of suit, attorneys' fees, all proceeds from any
disposition of the 1995-1996 citrus crops, and other damages and interest.
As of March 24, 1997, this matter was still in the discovery stages.
Nash-DeCamp Company intends to vigorously defend plantiff's claims and to
pursue the recovery of sums owed to it by plaintiff.
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.
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
1, 1997 are as follows:
Year First Elected
or Appointed as an
Name (Age) Executive Officer Title
--------- ----------------- -----
Alfred N. Flaten (62) 1991 President and Chief Executive Officer
William T. Bishop (56) 1994 Senior Vice President, Sales and Logistics
William E. May, Jr. (48) 1996 Vice President, Strategic Technology Programs
and Marketing Services
David J. Richards (48) 1996 Vice President, Corporate Retail Stores
Norman R. Soland (56) 1986 Vice President, Secretary and General
Counsel
10
Clarence T. Walters (60) 1988 Vice President, Management Information
Systems
Charles F. Ramsbacher (54) 1991 Vice President, Marketing
Steven L. Lumsden (51) 1992 Vice President, Warehouse and
Transportation
Gerald D. Maurice (63) 1993 Vice President, Store Development
John R. Scherer (46) 1994 Vice President and Chief Financial Officer
Charles M. Seiler (49) 1995 Vice President, Corporate Retail Operations
Edgar F. Timberlake (49) 1995 Vice President, Human Resources
John M. McCurry (48) 1996 Vice President, Independent Store Operations
Lawrence A. Wojtasiak (51) 1990 Controller
Suzanne S. Allen (32) 1996 Treasurer
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. Except as indicated below, there has been no
change in position of any of the executive officers during the last five
years.
Mr. Flaten was elected Chief Executive Officer in November 1994. His
election as President and Chief Operating Officer was effective in November
1991. He had been elected Executive Vice President, Sales and Operations of
Nash Finch in February 1991.
Mr. Bishop was elected as Senior Vice President, Sales and Logistics
effective in December 1994 after joining the Company in the same month. He
was previously employed by Scrivner, Inc., a wholesale and retail food
distribution company, serving as its President and Chief Operating Officer
from 1987 to 1994.
Mr. May was elected as Vice President, Strategic Technology Programs and
Marketing Services in July 1996 joining the Company in June. He was
previously employed by Spartan Stores Inc., a wholesale food distribution
company, serving as its Senior Vice President, Operations, Procurement, MIS
and Customer Service from July 1988 to June 1996.
11
Mr. Richards was elected as Vice President, Corporate Retail Stores in
July 1996. He previously served as operating Vice President, Southeast
Division from December 1994 to June 1996. Prior to joining the Company, he
was employed by Scrivner, Inc., a wholesale and retail food distribution
company, serving as its Senior Vice President, Store Development from July
1993 to August 1994 and its Executive Vice President, Corporate Stores from
January 1992 to July 1993.
Mr. Lumsden was elected Vice President, Warehouse and Transportation in
May 1992. He previously served as Director, Warehouse and Transportation
from May 1990 to May 1992.
Mr. Maurice was elected Vice President, Store Development in May 1993.
He previously served as operating Vice President, Central Division for more
than five years.
Mr. Scherer was appointed as Chief Financial Officer in November 1995.
His election as Vice President was effective in December 1994, and he served
as Vice President, Planning and Financial Services from December 1994 to
November 1995. He previously served as Director of Strategic Planning and
Financial Services from April 1994 to December 1994, and Director of Planning
and Budgets from January 1988 through April 1994.
Mr. Seiler was elected as Vice President, Corporate Retail Operations
effective as of October 1994. He previously served as operating Vice
President, Iowa Division from May 1993 to October 1994 and Iowa Division
Manager from June 1991 to May 1993.
Mr. Timberlake was elected as Vice President, Human Resources in
November 1995. He previously served as Director of Human Resources from
January 1993 to November 1995 and Director of Training and Management
Development from February 1988 to January 1993.
Mr. McCurry was elected as Vice President, Independent Store Operations
in May 1996. He previously served as Director of Independent Store
Operations from August 1993 to May 1996 and as Distribution Center Manager,
Sioux Falls, South Dakota, from January 1991 to August 1993.
Ms. Allen was elected as Treasurer effective as of January 1996. She
previously served as Assistant Treasurer from May 1995 to January 1996,
Treasury Manager from January 1993 to May 1995, and Treasury Assistant from
September 1987 to January 1993.
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 15 of the Company's 1996 Annual Report is incorporated
herein by reference.
ITEM 6. SELECTED FINANCIAL DATA
The financial information under the caption "Consolidated Summary of
Operations" on pages 26 and 27 of the Company's 1996 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 14 and 15 of the
Company's 1996 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 16-25 of the Company's 1996 Annual Report are
incorporated herein by reference, as is the unaudited information set forth
under the caption "Quarterly Financial Information" on page 15.
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 1997 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 "Compliance with Section 16(a) of the
Exchange Act" in the Company's 1997 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 1997 Proxy Statement is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information under the caption "Principal Stockholders and Beneficial
Ownership of Management" in the Company's 1997 Proxy Statement is
incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information under the caption "Election of Directors--Other
Information About Directors and Nominees" in the Company's 1997 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 1996 Annual Report:
Independent Auditors' Report -- page 16
Consolidated Statements of Earnings for the years ended December 28,
1996, December 30, 1995, and December 31, 1994 -- page 16
14
Consolidated Statements of Stockholders' Equity for the years ended
December 28, 1996, December 30, 1995, and December 31, 1994 -- page 20
Notes to Consolidated Financial Statements -- pages 20-25
2. Financial Statement Schedules.
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):
Page
----
(a) Valuation and Qualifying Accounts . . . . . . . . . . 18
(b) Other Schedules. Other schedules are omitted as the required
information is inapplicable or the information is presented
in the consolidated financial statements or related notes.
3. EXHIBITS.
The exhibits to this Report are listed in the Exhibit Index on pages E-1
to E-7 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 24, 1997, 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):
A. 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)).
B. 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)).
C. 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)).
15
D. 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)).
E. Excerpts from minutes 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)).
F. Excerpts from minutes 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)).
G. Excerpts from minutes of the Board of Directors regarding
director compensation (filed herewith as Exhibit 10.22).
H. Excerpts from minutes of the Board of Directors regarding
director compensation (filed herewith as Exhibit 10.23).
I. Form of Director Fee Deferral Agreement (incorporated by
reference to Exhibit 10.19 to the Company's Annual Report on
Form 10-K for the fiscal year ended December 29, 1990
(File No. 0-785)).
J. 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)).
K. 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)).
16
L. Nash Finch 1994 Stock Incentive Plan (incorporated by reference
to Exhibit 10.1 to the Registration Statement on Form S-8 filed
July 8, 1994 (File No. 33-54487)).
M. 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)).
(b) Reports on Form 8-K:
On November 22, 1996, the Company filed a Form 8-K with the Securities
and Exchange Commission to report the Company's purchase of shares of
outstanding common stock of Super Food Services, Inc. pursuant to a cash
tender offer and the consummation of the merger of Super Food Services, Inc.
with NFC Acquisition Corporation. On January 31, 1997, Amendment No. 1 on
Form 8-K/A, amending the November 22, 1996 filing to include financial
statements for the most recent fiscal year of Super Food Services, Inc. and
required pro forma financial information, was filed.
17
NASH FINCH COMPANY AND SUBSIDIARIES SCHEDULE II
Valuation and Qualifying Accounts
Fiscal years ended December 28, 1996, December 30, 1995, and December 31, 1994
(In thousands)
Additions
------------------------- Charged
Balance at Charged to (credited) Balance
beginnning costs and Due to to other at end
Description of year expenses acquisitions accounts Deductions of year
- ----------------------------- ---------- --------- ------------ --------- ---------- -------
52 weeks ended December 31, 1994:
Allowance for doubtful receivables (d) $8,522 2,187 961 7,123 (e) 14,207 (b) 4,620
34 (a)
Provision for losses relating to
leases on closed locations 168 1,451 - (618) (c) 467 534
-------- -------- -------- -------- -------- --------
$8,690 3,638 961 6,539 14,674 5,154
-------- -------- -------- -------- -------- --------
-------- -------- -------- -------- -------- --------
52 weeks ended December 30, 1995:
Allowance for doubtful receivables (d) $4,620 3,997 - 78 (a) 3,815 (b) 4,880
Provision for losses relating to
leases on closed locations 534 1,864 - (106)(c) 397 1,895
-------- -------- -------- -------- -------- --------
$5,154 5,861 - (28) 4,212 6,775
-------- -------- -------- -------- -------- --------
-------- -------- -------- -------- -------- --------
52 weeks ended December 28, 1996:
Allowance for doubtful receiveables (d) $4,880 1,893 23,314 126 (a) 2,120 (b) 28,093
Provision for losses relating to
leases on closed locations 1,895 195 - 21 (c) 674 1,437
-------- -------- -------- -------- -------- --------
$6,775 2,088 23,314 147 2,794 29,530
-------- -------- -------- -------- -------- --------
-------- -------- -------- -------- -------- --------
(a) Recoveries on accounts previously charged off.
(b) Accounts charged off.
(c) Change in current portion shown as current liability.
(d) Includes current and non-current receivables.
(e) Reserve for estimated losses on notes previously sold
reclassified from other current liability.
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: March 28, 1997 NASH-FINCH COMPANY
By/s/Alfred N. Flaten
-----------------------------
Alfred N. Flaten
President, Chief Executive Officer,
and Director
Pursuant to the requirements of the Securities Exchange Act of 1934,
this Report has been signed below on March 28, 1997 by the following persons
on behalf of the Registrant and in the capacities indicated.
/s/ Alfred N. Flaten /s/ Lawrence A. Wojtasiak
- ---------------------------------- ---------------------------------
Alfred N. Flaten, President, Lawrence A. Wojtasiak, Controller
Chief Executive Officer (Principal Executive (Principal Accounting Officer)
Officer) and Director
/s/ John R. Scherer /s/ Carole F. Bitter
- ---------------------------------- ---------------------------------
John R. Scherer, Vice President and Chief Carole F. Bitter, Director
Financial Officer (Principal Financial Officer)
/s/ Richard A. Fisher /s/ Allister P. Graham
- ---------------------------------- ---------------------------------
Richard A. Fisher, Director Allister P. Graham, Director
/s/ Richard G. Lareau
- ---------------------------------- ---------------------------------
John H. Grunewald, Director Richard G. Lareau, Director
/s/ Russell N. Mammel /s/ Don E. Marsh
- ---------------------------------- ---------------------------------
Russell N. Mammel, Director Don E. Marsh, Director
/s/ Donald R. Miller
- ---------------------------------- ---------------------------------
Donald R. Miller, Director Robert F. Nash, Director
/s/ Jerome O. Rodysill
- ----------------------------------
Jerome O. Rodysill, Director
NASH FINCH COMPANY
EXHIBIT INDEX TO ANNUAL REPORT
ON FORM 10-K
For Fiscal Year Ended December 28, 1996
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).
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).
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).
E-2
Item
No. Item Method of Filing
- --- ---- ----------------
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 Agreement, 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 . . . . . . . . . . Filed herewith.
10.7 Second Amendment to the
1987 Note Agreements, 1989 Note
Agreements, 1991 Note Agreement,
1993 Note Agreements and 1996
Note Agreements dated as of
November 15, 1996 . . . . . . . . . . Filed herewith.
10.8 Third Amendment to the
1987 Note Agreements
dated as of January 15, 1997. . . . . Filed herewith.
10.9 Third Amendment to the
1989 Note Agreements
dated as of January 15, 1997 . . . . Filed herewith.
10.10 Third Amendment to the
1991 Note Agreements
dated as of January 15, 1997 . . . . Filed herewith.
E-3
Item
No. Item Method of Filing
- --- ---- ----------------
10.11 Third Amendment to the
1993 Note Agreements
dated as of January 15, 1997 . . . . Filed herewith.
10.12 Third Amendment to the
1996 Note Agreements
dated as of January 15, 1997 . . . . Filed herewith.
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 . . . . . . . . . . . . . . Filed herewith.
10.14 Credit Agreement dated as of
October 8, 1996 among the
Company, NFC Acquisition Corp.,
Harris Trust and Savings Bank,
as Adminstrative 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 . . . . . . . . . Filed herewith.
10.16 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).
E-4
Item
No. Item Method of Filing
- --- ---- ----------------
10.17 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).
10.18 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).
10.19 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).
10.20 Excerpts from minutes of 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).
10.21 Excerpts from minutes 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).
E-5
Item
No. Item Method of Filing
- --- ---- ----------------
10.22 Excerpts from minutes of the
Board of Directors regarding
director compensation . . . . . . Filed herewith.
10.23 Excerpts from minutes of the
Board of Directors regarding
director compensation . . . . . . Filed herewith.
10.24 Form of Director Fee
Deferral Agreement . . . . . . . . . . Incorporated by reference to
Exhibit 10.19 to the Company's
Annual Report on Form 10-K for
the fiscal year ended
December 29, 1990 (File
No. 0-785).
10.25 Form of Letter Agreement
Specifying Benefits in the
Event of Temination 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).
10.26 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).
10.27 Nash Finch 1994
Stock Incentive Plan . . . . . . . Incorporated by reference to
Exhibit 10.1 to the Company's
Registration Statement on
Form S-8 filed July 8, 1994
(File No. 33-54487).
E-6
Item
No. Item Method of Filing
- --- ---- ----------------
10.28 Nash Finch 1995
Stock Option Plan . . . . . . . . Incorporated by reference to
Exhibit 10.2 to the Company's
Quarterly Report on Form 10-Q
for the quarter ended June 17,
1995 (File No. 0-785).
13.1 1996 Annual Report to
Stockholders (selected portions
of pages 14-27). . . . . . . . . Filed herewith.
21.1 Subsidiaries of the
Company. . . . . . . . . . . . . Filed herewith.
23.1 Consent of Ernst & Young LLP . . Filed herewith.
23.2 Consent of KPMG Peat
Marwick, LLP . . . . . . . . . . Filed herewith.
27.1 Financial Data Schedule. . . . . Filed herewith.
E-7