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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 3, 1998 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
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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 23, 1998, 11,338,371 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
$216,901,640.
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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 3,
1998 (the "1997 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 12, 1998 (the "1998 Proxy Statement").
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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.
The Company is one of the largest food wholesalers in the United States,
serving primarily the Midwestern and Southeastern regions of the United States.
In addition, the Company operates 97 conventional and warehouse supermarkets
in 13 states. The Company's wholesale operations, which currently include 21
distribution centers serving approximately 2,250 affiliated and independent
supermarkets, U.S. military commissaries and other customers in approximately
30 states, accounted for 79.8% of the Company's total revenues in fiscal
1997, while its retail operations accounted for 18.7%. No one customer
accounts for a significant portion of the Company's sales.
The Company's wholesale operations serve two primary markets: (i)
supermarkets (70.4% of wholesale revenues in fiscal 1997), where the Company
combines a wide offering of national brand and private label products with
comprehensive support services to develop strong relationships with
customers; and (ii) military commissaries (29.6% of wholesale revenues in
fiscal 1997), where the Company believes it is currently the largest
distributor of groceries and related products to such facilities in the
United States. The Company's broad product offering includes dry groceries,
fresh fruits and vegetables, frozen foods, fresh and processed meat products
and dairy products, as well as a wide variety of non-food products, including
health and beauty care, tobacco, paper products, cleaning supplies and small
household items. Private label products are branded primarily under the OUR
FAMILY-Registered Trademark- trademark, a long-standing private label of the
Company, and FAME-Registered Trademark-, a trademark acquired in the
acquisition of Super Food Services, Inc. ("Super Food") in November 1996.
The Company offers a wide range of support services to its independent
retailers to help them compete more effectively in their markets and to build
customer loyalty, including supermarket merchandising support, accounting
services, price management systems, retail technology support, advertising
and promotional programs, training and human resource development services,
market research and store development services.
The Company's retail stores, as well as many of the retail outlets supplied
by the Company's wholesale operations, are located primarily in small to
mid-sized markets and rural areas. The Company's retail operations consist of
66 conventional supermarkets, averaging approximately 23,300 square feet in
size, operating principally under the SUN MART-TM-, EASTER FOODS-TM- and FOOD
FOLKS-TM- trade names; 27 warehouse stores, averaging approximately 42,900
square feet in size, operating principally under the ECONOFOODS -Registered
Trademark- trade name; and four combination general merchandise/food stores
averaging approximately 43,000 square feet in size, operating under the
FAMILY THRIFT CENTER-TM- trade name.
The Company also 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 June 1997, the Company acquired the business and certain assets from
United-A.G. Cooperative, Inc. ("United A.G."), a cooperative wholesale
grocery distributor located in Omaha, Nebraska. United A.G. distributed a
full-line of food and related non-food products to independent grocery
retailers in Colorado, Iowa, Kansas, Nebraska and South Dakota. The Company
subsequently consolidated the operations of its Lincoln, Nebraska
distribution center with United A.G.'s distribution center in Omaha, has
closed the Lincoln distribution center in 1998 and intends to sell the
property.
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 29 of the 1997 Annual Report
(Note 14 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 1997, 44% of such warehouse operational profits were
allocated to retail operations.
C. NARRATIVE DESCRIPTION OF BUSINESS.
1. WHOLESALE OPERATIONS
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 care, tobacco, 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. The Company
also distributes and sells private label products using the Company's own
trademarks, including principally the OUR FAMILY-Registered Trademark- private
label that the Company has owned and developed over many years, and the
FAME-Registered Trademark- private label that the Company acquired in the
acquisition of Super Food. A wide variety of grocery, dairy, packaged meat,
frozen foods, health and beauty care products, paper and household products,
beverages, and other packaged products are manufactured or processed by others
for the Company and sold under the Company's private labels.
As of January 3, 1998, the Company distributed food and non-food products,
on a wholesale basis, to approximately 2,250 affiliated and independent
supermarkets, U.S. military commissaries and other customers. The Company's
wholesale customers are primarily self-service supermarkets that carry a wide
variety of grocery products, health and beauty care products and general
merchandise. Many stores also have one or more specialty departments such as
delicatessens, in-store bakeries, restaurants, pharmacies and flower shops.
Stores served by the Company's wholesale operations range in size from small
stores to large warehouse stores of over 100,000 square feet.
The Company offers to affiliated independent retailers a broad range of
services, including promotional, 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
affiliated independent retailers, and directly provide many of the above
services. Separate charges are made for some of these services. Other
independent
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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 offering a single program for the services
it provides, the Company has developed multiple, flexible programs to serve the
needs of most affiliated independent retailers, whether rural or urban, large or
small.
The Company's assistance to affiliated 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. 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 3, 1998, the
Company had approximately $39.0 million outstanding of such secured loans to 147
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.
The Company currently distributes products from 21 distribution centers
located in Colorado, Georgia, Iowa, Kansas, Maryland, Michigan, Minnesota,
Nebraska (2), North Carolina (2), North Dakota (2), Ohio (3), South Dakota (2),
Virginia (2) and Wisconsin. 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 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 and 1,200 semi-trailers, most of which are
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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 3, 1998, the Company owned and operated 97 retail outlets,
including 66 supermarkets, 27 warehouse stores and four combination general
merchandise/food stores. The Company has devoted considerable resources in
recent years to acquire, construct, enlarge and modernize its stores. By
constructing new stores or expanding existing stores, the Company 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's
stores use a number of automated systems to provide inventory control at
delivery and checkout points, reduce shrinkage and increase labor efficiency.
The Company operates 66 conventional supermarkets principally under the
names SUN MART-TM-, EASTER FOODS-TM- and FOOD FOLKS-TM-. These stores, 12 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
care products and general merchandise. Many stores also have one or more
specialty departments such as delicatessens, in-store bakeries, restaurants,
pharmacies and floral departments.
The Company operates 27 warehouse stores, principally under the name
ECONOFOODS-Registered Trademark-. These stores, six 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 care products, all at lower
prices. Many have specialty departments such as delicatessens, bakeries,
pharmacies, banks and floral and video departments. These stores appeal to
quality and price-conscious customers who want broad selection and availability
of convenience foods, but are willing, in some cases, to forgo standard
supermarket services. The stores 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, two 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 care products departments and pharmacies, and
some also have sit-down restaurants, full-service floral departments and book
departments.
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3. PRODUCE 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.
4. INFORMATION SYSTEMS
The Company, working in conjunction with SAP America and a number of other
vendors and consultants, has committed substantial resources over the last two
years to the development and implementation of HORIZONS, a client server based
enterprise management and financial information system. The Company currently
expects to spend approximately $76 million between 1996 and 2004 on the design
and installation of, and training for, the HORIZONS project, approximately half
of which has been spent through the end of fiscal 1997. The HORIZONS system
will be a fully integrated and scaleable system that management believes will
provide the Company with competitive advantages that can be aggressively
marketed to retail customers. Implementation of the HORIZONS system is
scheduled to be substantially completed in 1999, and is expected to provide (i)
a solution to the Company's Year 2000 software issues, (ii) greater flexibility
for the changing business environment (iii) greater connectivity opportunities
with customers and suppliers, (iv) the ability to integrate and standardize
information systems throughout the Company, (v) timely and easy-to-use
information, (vi) greater business process and workflow efficiencies, and (vii)
more powerful decision-making and analysis tools. To parallel the development
and implementation of the HORIZONS project, management has led a cultural change
and training initiative designed to prepare the Company's workforce for changes
in the industry and in the use of the HORIZONS system to address these changes.
5. 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 commissaries. 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 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.
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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, quality and assortment, store
location and format, sales promotions, advertising, availability of parking,
hours of operation and store appeal.
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.
6. EMPLOYEES.
As of January 3, 1998, the Company employed approximately 12,200 persons,
approximately 5,400 of which were employed on a part-time basis. All employees
are non-union, except approximately 774 employees in a variety of functions who
are unionized under various bargaining agreements. The Company considers its
employee relations to be good.
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
January 3, 1998, 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.
Approx. Size
Location (Square Feet)
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Midwest/West:
Denver, Colorado (a) 335,800
Cedar Rapids, Iowa 351,900
Liberal, Kansas 177,000
St. Cloud, Minnesota 329,000
Grand Island, Nebraska 177,700
Lincoln, Nebraska (b) 226,300
Omaha, Nebraska (a) 530,000
Fargo, North Dakota 288,800
Minot, North Dakota 185,200
Rapid City, South Dakota 187,100
Sioux Falls, South Dakota (c) 271,100
Appleton, Wisconsin 430,900
Southeast:
Statesboro, Georgia (a) (d) 287,800
Baltimore, Maryland (a) 350,500
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Lumberton, North Carolina (a) (e) 256,600
Rocky Mount, North Carolina (a) 191,800
Bluefield, Virginia 186,400
Norfolk, Virginia (a) (f) 543,600
Super Food Services, Inc.
Bellefontaine, Ohio (g) 863,000
Cincinnati, Ohio 445,600
Bridgeport, Michigan (a) 581,300
Lexington, Kentucky (a) (h) 334,700
Total Square Footage 7,532,100
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(a) Leased facility.
(b) The operations of the Lincoln distribution center have been consolidated
with the operations of the Company's distribution center in Omaha,
Nebraska, and the Company has closed the Lincoln distribution center and
intends to sell the property.
(c) Includes 79,300 square feet that are leased by the Company.
(d) Includes 46,400 square feet that are owned by the Company.
(e) Includes 16,100 square feet of produce warehouse space located in
Wilmington, North Carolina that are leased by the Company.
(f) Includes 52,800 square feet that are owned by the Company.
(g) Includes 197,000 square feet that are leased by the Company. General
Merchandise Services, an operating unit of Super Food, utilizes
approximately 487,800 square feet of the total space (owned and leased) for
the distribution of health and beauty care products, general merchandise
and specialty grocery products.
(h) The Company closed the Lexington distribution center in March 1998, having
consolidated its operations with the Cincinnati, Ohio and Bluefield,
Virginia distribution centers.
The following table shows the number and aggregate size of Company-owned
and operated supermarkets and warehouse stores at January 3, 1998:
Conventional Supermarkets:
Number of stores 66
Total square feet 1,459,532
Warehouse stores:
Number of stores 27
Total square feet 1,168,875
Combination General Merchandise/Food:
Number of stores 4
Total square feet 180,399
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Totals:
Number of stores 97
Total square feet 2,808,806
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, 40 acres for the production of kiwi fruit, 796 acres for the
production of peaches, plums, apricots and nectarines, 245 acres for the
production of citrus, and 194 acres of open ground for future development,
all in San Joaquin Valley of California. Nash-DeCamp also leases 236 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.
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. In September 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. In April 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
filed appeals from the Amended Judgment with the United States Court of
Appeals for the Eighth Circuit. Mr. Kim's appeal sought reinstatement of the
jury verdict and the Company's appeal sought judgment as a matter of law or
further reduction of the damage award; both parties sought a new trial in the
alternative. In August 1997, the Court of Appeals issued its ruling,
affirming the District Court's Amended Judgment in all material respects. In
November 1997, Mr. Kim and the Company entered into a Settlement Agreement
pursuant to which the Company has paid sums and interest as required by the
Amended Judgment, and in which Mr. Kim has agreed that all disputes between
the parties relating to this matter are now resolved. The total amounts paid
had been substantially reserved by the Company at the end of fiscal 1996.
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 and others, including three of its officers and
directors, in the United States District Court for the Eastern District of
California. Nash-DeCamp 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 alleged 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 filed a
counterclaim to recover monies owed to it by plaintiff, costs of suit,
attorneys' fees, all
8
proceeds from any disposition of the 1995-1996 citrus crops, and other
damages and interest. In August 1997, while still in the pre-trial phase of
this action, the parties entered into a Settlement Agreement and Mutual
Release of All Claims, pursuant to which the referenced action was dismissed
with prejudice as to all claims. The reserves established by Nash-DeCamp at
the end of fiscal 1996 were sufficient to cover the terms of the settlement.
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 31, 1998
are as follows:
Year First Elected or
Appointed as an
Name Age Executive Officer Title
- ---- --- ------------------ -----
Alfred N. Flaten 63 1991 President and Chief Executive Officer
William E. May, Jr. 49 1996 Executive Vice President and Chief Operating
Officer
David J. Richards 49 1996 Vice President, Corporate Retail Stores
Norman R. Soland 57 1986 Vice President, Secretary and General Counsel
Charles F. Ramsbacher 55 1991 Vice President, Marketing
Clarence T. Walters 61 1988 Vice President, Management Information
Systems
Steven L. Lumsden 52 1992 Vice President, Warehouse and Transportation
Gerald D. Maurice 64 1993 Vice President, Store Development
Charles M. Seiler 50 1995 Vice President, Corporate Retail Operations
John R. Scherer 47 1994 Vice President and Chief Financial Officer
Edgar F. Timberlake 50 1995 Vice President, Human Resources
John M. McCurry 49 1996 Vice President, Independent Store Operations
Thomas W. Struck 47 1998 Vice President, Supply Chain Management
Lawrence A. Wojtasiak 52 1990 Controller
Suzanne S. Allen 33 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.
Mr. Flaten was elected President in 1991 and Chief Executive Officer in
November 1994. He also served as Chief Operating Officer from November 1991 to
January 1998. Previously, he served as Executive Vice President, Sales and
Operations from February 1991 to November 1991.
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Mr. May's election as Executive Vice President and Chief Operating Officer
was effective in January 1998. He previously served as Vice President,
Strategic Technology Programs and Marketing Services from July 1996 to January
1998, after joining the Company in June 1996. He was previously employed by
Spartan Stores, Inc., a wholesale food distribution company, serving in various
executive and officer capacities from July 1988 to June 1996.
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. Soland has served as Vice President, Secretary and General Counsel
since May 1988, and as Secretary and General Counsel since January 1986.
Mr. Ramsbacher has served as Vice President, Marketing since May 1991.
Mr. Walters has served as Vice President, Management Information Systems
since May 1988.
Mr. Lumsden has served as Vice President, Warehouse and Transportation
since 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. 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. 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. 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.
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.
Mr. Struck was elected as Vice President, Supply Chain Management effective
as of January 1998. He previously served as Director, Future Business Systems
in the Company's HORIZONS project from March 1997 to January 1998, and as
Distribution Center Manager, Cedar Rapids, Iowa from August 1988 to March 1997.
Mr. Wojtasiak has served as Controller since May 1990.
10
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.
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 16 of the Company's 1997 Annual Report is incorporated herein
by reference.
ITEM 6. SELECTED FINANCIAL DATA
The financial information under the caption "Consolidated Summary of
Operations" on pages 30 and 31 of the Company's 1997 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 14-16 of the Company's
1997 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 17-29 of the Company's 1997 Annual Report are
incorporated herein by reference, as is the unaudited information set forth
under the caption "Quarterly Financial Information" on page 29.
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 1998 Proxy Statement is
incorporated herein by reference.
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."
11
C. COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT OF 1934.
Information under the caption "Compliance with the Securities Exchange
Act of 1934, Section 16(a)" in the Company's 1998 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 1998
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
1998 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 1998 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 1997 Annual Report:
Independent Auditors' Report -- page 17
Consolidated Statements of Earnings/Loss for the fiscal years ended
January 3, 1998, December 28, 1996 and December 30, 1995 -- page 17
Consolidated Balance Sheets as of January 3, 1998 and December 28,
1996 -- pages 18 and 19
Consolidated Statements of Cash Flows for the fiscal years ended
January 3, 1998, December 28, 1996 and December 30, 1995 -- page 20
Consolidated Statements of Stockholders' Equity for the fiscal years
ended January 3, 1998, December 28, 1996 and December 30, 1995 -- page
21
Notes to Consolidated Financial Statements -- pages 22-29
12
B. 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 15
(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.
C. 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 23, 1998, 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 (filed herewith as Exhibit 10.22).
5. Nash Finch Profit Sharing Plan - 1994 Revision - Fourth
Declaration of Amendment (filed herewith as Exhibit 10.23).
6. Nash Finch Profit Sharing Plan - 1994 Revision - Fifth
Declaration of Amendment (filed herewith as Exhibit 10.24).
7. Nash Finch Executive Incentive Bonus and Deferred Compensation
Plan (as amended and restated effective December 31, 1993)
(incorporated by reference to
13
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 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 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 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 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)).
D. REPORTS ON FORM 8-K:
No reports on Form 8-K were filed during the fourth quarter of the fiscal
year ended January 3, 1998.
14
Schedule II
NASH FINCH COMPANY and SUBSIDIARIES
Valuation and Qualifying Accounts
Fiscal years ended January 3, 1998, December 28, 1996 and December 30, 1995
(In thousands)
Additions
---------------------------- Charged
Balance at Charged to (credited) Balance
beginning costs and Due to to other at end
Description of year expenses acquisitions accounts Deductions of year
- -------------------- ----------- ---------- ------------ --------- ----------- ---------
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 receivables (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
-------- ----- ------- -------- ------- --------
-------- ----- ------- -------- ------- --------
53 weeks ended January 3, 1998:
Allowance for doubtful receivables (d) $ 28,093 5,055 - 67(a) 6,547(b) 26,668
Provision for losses relating to
leases on closed locations 1,437 5 - 30(c) 566 846
-------- ----- ------- -------- ------- --------
$ 29,530 5,060 - 97 7,113 27,514
-------- ----- ------- -------- ------- --------
-------- ----- ------- -------- ------- --------
(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.
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 3, 1998 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 April 3, 1998 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 (Principal
Chief Executive Officer (Principal Executive 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/ 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/ Don E. Marsh
- --------------------------------------------- ---------------------------------------------
Richard G. Lareau, Director Don E. Marsh, Director
/s/ Donald R. Miller /s/ Robert F. Nash
- --------------------------------------------- ---------------------------------------------
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 January 3, 1998
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 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).
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).
E-3
Item
No. Item Method of Filing
- ---- ---- -----------------
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).
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).
E-4
Item
No. Item Method of Filing
- ---- ---- -----------------
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 Filed herewith.
10.17 Fourth Amendment to the
1996 Note Agreements dated
as of December 1, 1997 Filed herewith.
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) Filed herewith.
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).
E-5
Item
No. Item Method of Filing
- ---- ---- -----------------
10.22 Nash Finch Profit Sharing
Plan -- 1994 Revision --
Third Declaration of
Amendment Filed herewith.
10.23 Nash Finch Profit Sharing
Plan -- 1994 Revision --
Fourth Declaration of
Amendment Filed herewith.
10.24 Nash Finch Profit Sharing
Plan -- 1994 Revision --
Fifth Declaration of
Amendment Filed herewith.
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
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 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
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).
E-6
Item
No. Item Method of Filing
- ---- ---- -----------------
10.29 Excerpts from minutes 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).
10.30 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).
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).
13.1 1997 Annual Report to
Stockholders (selected portions
of pages 14-31) 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.
E-7