-----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, VsteLck7Ngtm8KwN4j1kutDOavV3cgSYvDNKA1d0qNZm5vQgj7zaCMcZ1Db8HzWu kqdg0vw4RtjDMHwpDqEFVg== 0000912057-96-024044.txt : 19961030 0000912057-96-024044.hdr.sgml : 19961030 ACCESSION NUMBER: 0000912057-96-024044 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19961029 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: 96649723 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 - ------------------------------------------------------------------------------- AMENDMENT NO. 1 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 Puchase"), 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 Amendment No. 1 to the Tender Offer Statement on Schedule 14D-1 filed on October 8, 1996 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 following supplemental information: ITEM 10. ADDITIONAL INFORMATION. On October 29, 1996, Parent issued a press release, a copy of which is attached hereto as exhibit (g)(1) and is incorporated herein by reference. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. (g)(1)--Text of Press Release dated October 29, 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: October 29, 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)(1) Text of Press Release dated October 29, 1996 EX-99 2 EX-99 Contact: Norman R. Soland, Esq. (612) 844-1153 Date: October 29, 1996 NASH FINCH COMPANY ANNOUNCES EXPIRATION OF HART-SCOTT-RODINO WAITING PERIOD FOR ACQUISITION OF SUPER FOOD SERVICES, INC. Minneapolis, MN, October 29 -- Nash Finch Company (Nasdaq: NAFC) announced today that it has received official notification that the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, applicable to its tender offer for all of the outstanding shares of common stock of Super Food Services, Inc. (NYSE: SFS) has terminated. As previously announced, pursuant to a Merger Agreement with Super Food on October 8, 1996, Nash Finch commenced a tender offer for all of the outstanding shares of common stock of Super Food at $15.50 per share in cash. Unless extended, the offer is scheduled to expire at midnight, New York City time, on November 6, 1996. A total of approximately 1,085,664 Super Food shares, or 10 percent, of Super Food common stock had been tendered as of the close of business on October 28, 1996. Shares not acquired in the tender offer will, subject to the terms of the merger agreement, be exchanged in a subsequent merger for the same cash price paid in the tender offer. 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-----