-----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, Iq+U4Td8FEHqhpCFStD0PtluDpXV2KaOIg7SBJ9/J9gHIvuFporXqvZv0hMTqa/t 5GCpcyVgodl769aXphlQyQ== 0000912057-96-023208.txt : 19961021 0000912057-96-023208.hdr.sgml : 19961021 ACCESSION NUMBER: 0000912057-96-023208 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960102 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19961018 SROS: NASD FILER: 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: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-00785 FILM NUMBER: 96645189 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 8-K/A 1 FORM 8K SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 ---------------------------- FORM 8-K/A Amendment No. 2 to Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported:) January 2, 1996 ---------------------------- NASH-FINCH COMPANY (Exact name of Registrant as specified in its charter) DELAWARE 0-785 41-0431960 (State of Incorporation) (Commission file (I.R.S. Employer number) Identification No.) 7600 FRANCE AVENUE SOUTH P. O . BOX 355 MINNEAPOLIS, MINNESOTA 55440-0355 (Address of principal (Zip Code) executive offices) Registrant's telephone number, including area code (612) 832-0534 ---------------------------- The undersigned registrant hereby amends the following items, financial statements, exhibits, or other portions of its Current Report on Form 8-K/A as set forth herein: Item 7 of the registrant's Current Report on Form 8-K/A dated January 2, 1996 and filed with the Commission on March 18, 1996 is hereby amended to include the financial statements and pro forma financial information indicated in Item 7 below. Item 7. Financial Statements and Exhibits (a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED Auditor's Report dated February 2, 1996 [LETTERHEAD] GOODMAN & COMPANY, L.L.P. REPORT OF INDEPENDENT AUDITORS The Directors and Stockholders MILITARY DISTRIBUTORS OF VIRGINIA, INC. Norfolk, Virginia We have audited the accompanying balance sheets of MILITARY DISTRIBUTORS OF VIRGINIA, INC. as of December 31, 1995 and 1994, and the related statements of income, stockholders' equity and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of MILITARY DISTRIBUTORS OF VIRGINIA, INC., as of December 31, 1995 and 1994, and the results of its operations and its cash flows for the years then ended in conformity with generally accepted accounting principles. As discussed in Note 9, substantially all of the assets of the Company were sold on January 2, 1996. /s/ Goodman & Company, L.L.P. One Commercial Place Norfolk, Virginia February 2, 1996 -1- (b) PRO FORMA FINANCIAL INFORMATION Unaudited condensed pro forma combined Statement of Income of Nash Finch Company and Military Distributors of Virginia, Inc. for the nine months ended October 7, 1995 Unaudited condensed pro forma combined Statement of Income of Nash Finch Company and Military Distributors of Virginia, Inc. for the fiscal year ended December 31, 1994 UNAUDITED CONDENSED PRO FORMA COMBINED STATEMENT OF INCOME For the Nine Months Ended October 7, 1995 (In thousands except per share amount)
Historical --------------------------------- Military Nash Finch Distributors Pro Forma Company of Virginia Combined Adjustments Pro Forma ---------- --------------- -------- ----------- --------- Total sales and revenues $2,218,937 296,676 2,515,613 - 2,515,613 Cost and Expenses: Cost of sales 1,895,516 277,154 2,172,670 - 2,172,670 Selling, general and administrative and other operating expenses 269,267 12,624 281,891 2,185(1) 284,076 Depreciation and amortization 22,594 493 23,087 64(2) 23,151 Interest expense 8,715 1,137 9,852 3,585(3) 13,437 ---------- --------- ---------- ------- ---------- Total costs and expenses 2,196,092 291,408 2,487,500 5,834 2,493,334 Earnings before income taxes 22,845 5,268 28,113 (5,834) 22,279 Income taxes 9,252 257 9,509 (597)(4) 8,912 ---------- --------- ---------- ------- ---------- Net earnings $ 13,593 5,011 18,604 (5,237) 13,367 ---------- --------- ---------- ------- ---------- ---------- --------- ---------- ------- ---------- Earnings per share $1.23 ---------- ---------- Weighted average number of common shares outstanding 10,875 ---------- ----------
______________________________________ See accompanying notes to unaudited pro forma financial statements UNAUDITED CONDENSED PRO FORMA COMBINED STATEMENT OF INCOME For the Fiscal Year Ended December 31, 1994 (In thousands except per share amount)
Historical --------------------------------- Military Nash Finch Distributors Pro Forma Company of Virginia Combined Adjustments Pro Forma ---------- --------------- -------- ----------- --------- Total revenues $2,832,000 351,337 3,183,337 - 3,183,337 Cost and expenses: Cost of sales 2,410,292 327,032 2,737,324 - 2,737,324 Selling, general and administrative, and other operating expenses 352,683 15,366 368,049 2,839(1) 370,888 Depreciation and amortization 31,831 614 32,445 83(2) 32,528 Interest expense 11,384 761 12,145 5,456(3) 17,601 ---------- --------- ---------- ------- ---------- Total costs and expenses 2,806,190 343,773 3,149,963 8,378 3,158,341 Earnings before income taxes 25,810 7,564 33,374 (8,378) 24,996 Income taxes 10,330 - 10,330 (332)(4) 9,998 ---------- --------- ---------- ------- ---------- Net earnings $ 15,480 7,564 23,044 (8,046) 14,998 ---------- --------- ---------- ------- ---------- ---------- --------- ---------- ------- ---------- Earnings per share $1.38 ---------- ---------- Weighted average number of common shares outstanding 10,873 ---------- ----------
______________________________________ See accompanying notes to unaudited pro forma financial statements Notes to Unaudited Condensed Pro Forma Combined Statements of Income For the the Nine Months ended October 7, 1995 and Fiscal Year Ended December 31, 1994. 1. Amortization expense related to purchase price in excess of fair market value of net assets acquired. Expense is based on a straight line amortization over 15 years. 2. Additional depreciation resulting from the write up of property, plant and equipment to fair market value. 3. Interest expense for approximately $57.0 million in additional bank debt used to fund the acquisition. 4. Adjust income taxes to reflect an estimated effective tax rate of 40%. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. NASH-FINCH COMPANY ------------------ Registrant Date: October 18, 1996 By: /s/ Lawrence A. Wojtasiak ----------------------------- LAWRENCE A. WOJTASIAK CONTROLLER -----END PRIVACY-ENHANCED MESSAGE-----