-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, M7hIEMSxHE3A5/l6fNMrYb8/dl7Ai8+48BFVesMUZGpdwL+HHy8LKOkw0a271J75 WffcJq79mBsBUACsS/4tGw== 0000912057-96-025016.txt : 19961108 0000912057-96-025016.hdr.sgml : 19961108 ACCESSION NUMBER: 0000912057-96-025016 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19961107 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SUPER FOOD SERVICES INC CENTRAL INDEX KEY: 0000095504 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-GROCERIES & GENERAL LINE [5141] IRS NUMBER: 362407235 STATE OF INCORPORATION: DE FISCAL YEAR END: 0827 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-13346 FILM NUMBER: 96656159 BUSINESS ADDRESS: STREET 1: 3233 NEWMARK DR CITY: DAYTON STATE: OH ZIP: 45342 BUSINESS PHONE: 5134397500 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NASH FINCH CO CENTRAL INDEX KEY: 0000069671 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-GROCERIES & RELATED PRODUCTS [5140] IRS NUMBER: 410431960 STATE OF INCORPORATION: DE FISCAL YEAR END: 1229 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 7600 FRANCE AVE STREET 2: PO BOX 355 CITY: SOUTH MINNEAPOLIS STATE: MN ZIP: 55435-0355 BUSINESS PHONE: 6128320534 FORMER COMPANY: FORMER CONFORMED NAME: NASH CO DATE OF NAME CHANGE: 19710617 SC 14D1/A 1 SCH 14D-1/A - -------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 - -------------------------------------------------------------------------------- FINAL AMENDMENT TO SCHEDULE 14D-1 TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 SUPER FOOD SERVICES, INC. (Name of Subject Company) NFC ACQUISITION CORPORATION NASH-FINCH COMPANY (Bidders) COMMON SHARES, PAR VALUE $1.00 PER SHARE (Title of Class of Securities) 867884 10 8 (CUSIP Number of Class of Securities) NORMAN R. SOLAND, ESQ. NASH-FINCH COMPANY 7600 FRANCE AVENUE SOUTH EDINA, MINNESOTA 55435 (612) 844-1153 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Bidders) with copies to: MARK A. KIMBALL, ESQ. OPPENHEIMER WOLFF & DONNELLY 3400 PLAZA VII BUILDING 45 SOUTH SEVENTH STREET MINNEAPOLIS, MINNESOTA 55402 (612) 344-9272 - -------------------------------------------------------------------------------- CUSIP NO. 867884 10 8 - -------------------------------------------------------------------------------- 1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above Persons: NFC ACQUISITION CORPORATION - -------------------------------------------------------------------------------- 2) Check the Appropriate Box if a member of a Group* / / (a) ----------------------------------------------------------------- / / (b) ----------------------------------------------------------------- - -------------------------------------------------------------------------------- 3) SEC Use Only -------------------------------------------------------------- - -------------------------------------------------------------------------------- 4) Sources of Funds BK, AF - -------------------------------------------------------------------------------- 5) / / Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(e) or 2(f). - -------------------------------------------------------------------------------- 6) Citizenship or Place of Organization DELAWARE - -------------------------------------------------------------------------------- 7) Aggregate Amount Beneficially Owned by Each Reporting Person 577,491* - -------------------------------------------------------------------------------- 8) / / Check if the Aggregate Amount in Row 7 Excludes Certain Shares - -------------------------------------------------------------------------------- 9) Percent of Class Represented by Amount in Row 7 APPROXIMATELY 5.2%* - -------------------------------------------------------------------------------- 10) Type of Reporting Person CO - -------------------------------------------------------------------------------- *Nash-Finch Company ("Parent") and NFC Acquisition Corporation ("Purchaser") and certain of the officers and directors of Super Food Services, Inc. (the "Company"), including Jack Twyman, the Chairman and Chief Executive Officer, who are stockholders of the Company (the "Tendering Stockholders") have entered into a Stockholder Agreement, dated as of October 8, 1996 (the "Stockholder Agreement"), pursuant to which, upon the terms and conditions set forth therein, the Tendering Stockholders agreed to tender (and not withdraw, subject to certain exceptions) pursuant to the Offer to Purchase dated October 9, 1996 (the "Offer to Purchase"), and before the Expiration Date (as defined in the Offer to Purchase) all of the Shares owned of record or beneficially by such Tendering Stockholders on the date of the Stockholder Agreement, together with any Shares thereafter acquired by any such Tendering Stockholders prior to the termination of the Stockholder Agreement. The Tendering Stockholders own in the aggregate 577,491 Shares, which represent approximately 5.2% of all Shares outstanding on October 8, 1996. The number of Shares subject to the Stockholder Agreement is reflected in rows 7 and 9 of the table above. The Stockholder Agreement will remain in effect until the earlier of the following: (i) the date of termination of the Agreement and Plan of Merger dated as of October 8, 1996 among Parent, Purchaser and the Company (the "Merger Agreement") and (ii) the Effective Date (as defined in the Offer to Purchase). The Stockholder Agreement is more fully described in Section 11 ("Purpose of the Offer and Merger; Plans for the Company; the Merger Agreement and Stockholder Agreement") of the Offer to Purchase. Neither the Purchaser nor Parent will have any voting or dispositive power with respect to the Shares which are the subject of the Stockholder Agreement until acceptance and payment for such Shares is made pursuant to the Offer to Purchase, and the Purchaser and Parent expressly disclaim beneficial ownership of such Shares. CUSIP NO. 867884 10 8 - -------------------------------------------------------------------------------- 1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above Persons: NASH-FINCH COMPANY - -------------------------------------------------------------------------------- 2) Check the Appropriate Box if a member of a Group* / / (a) ----------------------------------------------------------------- / / (b) ----------------------------------------------------------------- - -------------------------------------------------------------------------------- 3) SEC Use Only -------------------------------------------------------------- - -------------------------------------------------------------------------------- 4) Sources of Funds BK - -------------------------------------------------------------------------------- 5) / / Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(e) or 2(f). - -------------------------------------------------------------------------------- 6) Citizenship or Place of Organization DELAWARE - -------------------------------------------------------------------------------- 7) Aggregate Amount Beneficially Owned by Each Reporting Person 577,491* - -------------------------------------------------------------------------------- 8) / / Check if the Aggregate Amount in Row 7 Excludes Certain Shares - -------------------------------------------------------------------------------- 9) Percent of Class Represented by Amount in Row 7 APPROXIMATELY 5.2%* - -------------------------------------------------------------------------------- 10) Type of Reporting Person CO - -------------------------------------------------------------------------------- *Nash-Finch Company ("Parent") and NFC Acquisition Corporation ("Purchaser") and certain of the officers and directors of Super Food Services, Inc. (the "Company"), including Jack Twyman, the Chairman and Chief Executive Officer, who are stockholders of the Company (the "Tendering Stockholders") have entered into a Stockholder Agreement, dated as of October 8, 1996 (the "Stockholder Agreement"), pursuant to which, upon the terms and conditions set forth therein, the Tendering Stockholders agreed to tender (and not withdraw, subject to certain exceptions) pursuant to the Offer to Purchase dated October 9, 1996 (the "Offer to Purchase"), and before the Expiration Date (as defined in the Offer to Purchase) all of the Shares owned of record or beneficially by such Tendering Stockholders on the date of the Stockholder Agreement, together with any Shares thereafter acquired by any such Tendering Stockholders prior to the termination of the Stockholder Agreement. The Tendering Stockholders own in the aggregate 577,491 Shares, which represent approximately 5.2% of all Shares outstanding on October 8, 1996. The number of Shares subject to the Stockholder Agreement is reflected in rows 7 and 9 of the table above. The Stockholder Agreement will remain in effect until the earlier of the following: (i) the date of termination of the Agreement and Plan of Merger dated as of October 8, 1996 among Parent, Purchaser and the Company (the "Merger Agreement") and (ii) the Effective Date (as defined in the Offer to Purchase). The Stockholder Agreement is more fully described in Section 11 ("Purpose of the Offer and Merger; Plans for the Company; the Merger Agreement and Stockholder Agreement") of the Offer to Purchase. Neither the Purchaser nor Parent will have any voting or dispositive power with respect to the Shares which are the subject of the Stockholder Agreement until acceptance and payment for such Shares is made pursuant to the Offer to Purchase, and the Purchaser and Parent expressly disclaim beneficial ownership of such Shares. This Final Amendment to the Tender Offer Statement on Schedule 14D-1 filed on October 8, 1996, as amended, by NFC Acquisition Corporation, a Delaware corporation (the "Purchaser") and a wholly-owned subsidiary of Nash-Finch Company, a Delaware corporation ("Parent"), with respect to the tender offer to purchase all of the outstanding shares of Common Shares, par value $1.00 per share, of Super Food Services, Inc., a Delaware corporation (the "Company"), at $15.50 per share, net to the seller in cash, without interest, hereby amends such statement on Schedule 14D-1 to add the supplemental information set forth below. All capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Schedule 14D-1. ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY. Item 6 is hereby amended by adding the following: The Offer expired according to its terms at 12:00 midnight, Eastern Standard Time, on Wednesday, November 6, 1996. Promptly thereafter, the Purchaser and Parent gave notice to the Depositary of their acceptance for payment, pursuant to the Offer, of all Shares that had been validly tendered and not withdrawn prior to the expiration of the Offer. According to the Depositary's preliminary count, approximately 10,566,682 Shares (including approximately 157,997 Shares tendered by notice of guaranteed delivery) had been tendered. Such tendered Shares constitute approximately 96% of the Company's outstanding Shares. A copy of the press release issued by Parent on November 7, 1996, relating to the completion of the Offer is attached hereto as Exhibit (g)(2) and is incorporated herein by reference. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. (g)(2)--Text of Press Release dated November 7, 1996. SIGNATURES After due inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. Dated: November 7, 1996 NASH-FINCH COMPANY By: /s/ Alfred N. Flaten ------------------------------------- Alfred N. Flaten PRESIDENT AND CHIEF EXECUTIVE OFFICER NFC ACQUISITION CORPORATION By: /s/ Alfred N. Flaten ------------------------------------- Alfred N. Flaten PRESIDENT EXHIBIT INDEX EXHIBIT NO. DESCRIPTION (g)(2) Text of Press Release dated November 7, 1996 EX-99.G2 2 PRESS RELEASE CONTACT: Norman R. Soland (612) 884-1153 DATE: November 7, 1996 FOR IMMEDIATE RELEASE NASH FINCH COMPANY COMPLETES TENDER OFFER FOR SUPER FOOD SERVICES, INC. MINNEAPOLIS, November 7 -- Nash Finch Company (Nasdaq: NAFC) announced today that it has completed its offer to purchase the outstanding shares of common stock of Super Food Services, Inc. (NYSE: SFS), for $15.50 per share in cash. In the offer, which expired at 12:00 midnight, Eastern Standard Time, on Wed., November 6, 1996, 10,566,682 shares of Super Food common stock were tendered, including shares subject to guarantees of delivery or receipt of additional documentation. All validly tendered shares have been accepted for payment and payment will begin promptly, but in no event later than Nov. 19. The tendered shares constitute approximately 96 percent of the outstanding common stock of Super Food. As previously announced, any shares of Super Food common stock not tendered and purchased pursuant to the offer will be acquired in a subsequent merger transaction at the same $15.50 per share cash price. It is anticipated that the merger will be effected as promptly as possible, after which Super Food will be a wholly owned subsidiary of Nash Finch. "We are pleased that we could complete the tender offer for Super Food in a timely fashion," stated Al Flaten, Nash Finch president and chief executive officer. "The acquisition of Super Food will make Nash Finch the third largest public grocery wholesaler in the United States. We expect that 1997 sales, on a consolidated basis, will be approximately $4.5 billion. The integration of Super Food operations will begin immediately. We welcome Super Food's employees and customers to the Nash Finch family." In connection with the successful completion of the tender offer, Nash Finch representatives are to be elected to a majority of the positions on the Super Food Board of Directors. Super Food Services, Inc., based in Dayton, Ohio, is a wholesale grocery distributor, supplying a complete line of food and non-food products to more than 850 retail stores in six states. Nash Finch Company is one of the largest food wholesalers in the country, supplying products to affiliated and independent supermarkets, other independent retailers and military bases in approximately 30 states. The Company also owns and operates approximately 110 supermarkets, warehouse stores and mass merchandise stores in 16 states, and a produce marketing subsidiary in California. # # # -----END PRIVACY-ENHANCED MESSAGE-----