-----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, Cu4SAalSsh+LUkPYdk9ao20CK0OKfnAM1ry83YNp3xsYA0G6Z9xDyH7DFHRMNnXC bUqCnK0pK5TQeX8zxNmayg== 0000912057-96-027785.txt : 19961202 0000912057-96-027785.hdr.sgml : 19961202 ACCESSION NUMBER: 0000912057-96-027785 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19961127 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 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-13346 FILM NUMBER: 96673290 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 13D/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 13D/A 1 SCHEDULE 13D/A - -------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 - -------------------------------------------------------------------------------- AMENDMENT NO. 2 TO SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 SUPER FOOD SERVICES, INC. (Name of Issuer) 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) with copies to: MARK A. KIMBALL, ESQ. OPPENHEIMER WOLFF & DONNELLY 3400 PLAZA VII BUILDING 45 SOUTH SEVENTH STREET MINNEAPOLIS, MINNESOTA 55402 (612) 344-9272 NOVEMBER 22, 1996 (Date of Event Which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box. / / Check the following box if a fee is being paid with this statement. / / - -------------------------------------------------------------------------------- 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(d) or 2(e). - -------------------------------------------------------------------------------- 6) Citizenship or Place of Organization DELAWARE - -------------------------------------------------------------------------------- Number of Shares Beneficially Owned by Each Reporting with: 7) Sole voting power - 100 8) Shared voting power 9) Sole dispositive power - 100 10) Shared dispositive power - -------------------------------------------------------------------------------- 11) Aggregate amount beneficially owned by each reporting person - 100 - -------------------------------------------------------------------------------- 12) / / Check if the Aggregate Amount in Row 11 Excludes Certain Shares - -------------------------------------------------------------------------------- 13) Percent of Class Represented by Amount in Row 11 100% - -------------------------------------------------------------------------------- 14) Type of Reporting Person CO 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(d) or 2(e). - -------------------------------------------------------------------------------- 6) Citizenship or Place of Organization DELAWARE - -------------------------------------------------------------------------------- Number of Shares Beneficially Owned by Each Reporting Person with: 7) Sole voting power - 100 8) Shared voting power 9) Sole dispositive power - 100 10) Shared dispositive power - -------------------------------------------------------------------------------- 11) Aggregate amount beneficially owned by each reporting person - 100 - -------------------------------------------------------------------------------- 12) / /Check if the Aggregate Amount in Row 11 Excludes Certain Shares - -------------------------------------------------------------------------------- 13) Percent of Class Represented by Amount in Row 11 100% - -------------------------------------------------------------------------------- 14) Type of Reporting Person CO This Amendment No. 2 to Schedule 13D amends the Schedule 14D-1 filed on October 8, 1996 (as amended on October 29, 1996 and November 7, 1996 and on November 12, 1996 in the form of Amendment No. 1 to Schedule 13D), which also served as the initial Schedule 13D ("Schedule 13D"), 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 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, and hereby further amends such statement on Schedule 13D 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 Schedule 14D-1, as amended. ITEM 4. PURPOSE OF TRANSACTION. On October 8, 1996, the Company entered into an Agreement and Plan of Merger (the "Merger Agreement") with Parent and the Purchaser, pursuant to which Parent and the Purchaser agreed to commence a cash tender offer (the "Offer") at a price of $15.50 per Share for all outstanding Shares of the Company and, subject to customary terms and conditions, to thereafter proceed with a "cash out" merger (the "Merger") at $15.50 per Share of all Shares not purchased pursuant to the Offer. On November 22, 1996 (the "Effective Time"), the Merger was consummated through a merger of the Purchaser into the Company, with the Company continuing as the surviving corporation in the Merger (the "Surviving Corporation"). Pursuant to the Merger Agreement, at the Effective Time (a) each Share then issued and outstanding (other than (i) Shares held, directly or indirectly, by Parent, the Purchaser or any subsidiary of Parent or in the treasury of the Company or held by any subsidiary of the Company, all of which were cancelled and (ii) Shares held by stockholders who properly exercised appraisal rights under the General Corporation Law of the State of Delaware) was converted into the right to receive $15.50 in cash and (b) each of the 100 shares of Common Stock, par value $.01 per share, of the Purchaser then issued and outstanding was converted into one share of Common Stock of the Surviving Corporation. As a result, Parent owns all of the 100 issued and outstanding shares of Common Stock of the Surviving Corporation. At the Effective Time, certain directors of the Parent and the Purchaser became directors of the Surviving Corporation. Following the Merger, the Company will cease to have any class of securities either listed on any stock exchange or required to be registered pursuant to the Securities Exchange Act of 1934, as amended. The Company will terminate registration of the Shares under the Securities Exchange Act of 1934, as amended. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a), (b) Parent beneficially owns 100% of the outstanding shares of Common Stock of the Surviving Corporation. Parent has sole power to vote or to direct the vote and sole power to dispose or direct the disposition of all of such Shares. (c) On November 7, 1996, pursuant to the Offer, Parent and the Purchaser accepted for payment the 10,566,682 Shares (including 157,997 Shares tendered by notice of guaranteed delivery) that had been validly tendered in the Offer. On November 15, 1996, Parent and the Purchaser paid for the 10,557,183 Shares as to which certificates had been physically delivered to the Depositary, at a price of $15.50 per Share, for a total purchase price of $163,636,336.50. Accordingly, the Purchaser acquired a total of 10,557,183 Shares pursuant to the Offer. Certificates for 9,499 Shares tendered by notice of guaranteed delivery were not delivered and, accordingly, were not purchased. On November 22, 1996 any remaining Shares were "cashed out" pursuant to the Merger described above. (d) No person other than Parent has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. (a) Certificate of Ownership and Merger merging the Purchaser into the Company. SIGNATURES After reasonable 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 22, 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 ----------- ----------- (h)(1) Certificate of Ownership and Merger merging NFC Acquisition Corporation into Super Food Services, Inc. EX-99.H-1 2 EXHIBIT 99(H)(1) CERTIFICATE OF OWNERSHIP AND MERGER MERGING NFC ACQUISITION CORPORATION INTO SUPER FOOD SERVICES, INC. (Pursuant to Sections 103 and 253 of the General Corporation Law of the State of Delaware) Pursuant to the provisions of Section 253 of the General Corporation Law of the State of Delaware, NFC Acquisition Corporation, a Delaware corporation (the "Acquisition Sub"), does hereby certify: FIRST: That Acquisition Sub is incorporated pursuant to the General Corporation Law of the State of Delaware (the "DGCL"). SECOND: That Acquisition Sub owns more than ninety percent of the outstanding shares of the Common Stock, par value $1.00 per share, of Super Food Services, Inc., a Delaware corporation (the Company"), which is the only outstanding class of capital stock of Company. THIRD: That the Board of Directors of Acquisition Sub, by written consent in lieu of a meeting, effective November 21, 1996, pursuant to Section 141(f) of the DGCL, duly adopted resolutions authorizing the merger of Acquisition Sub into the Company pursuant to Section 253 of the DGCL. A true copy of such resolutions is attached hereto as Exhibit I. Such resolutions have not been modified or rescinded and are in full force and effect on the date hereof. FOURTH: That the merger of Acquisition Sub into the Company was approved by Nash Finch Company, the sole stockholder of Acquisition Sub, by written consent in lieu of a meeting, effective November 21, 1996, pursuant to Section 228 of the DGCL. A true copy of such resolutions is attached hereto as Exhibit II. Such resolutions have not been modified or rescinded and are in full force and effect on the date hereof. FIFTH: Pursuant to the resolutions adopted by the Board of Directors of Acquisition Sub and the sole stockholder of Acquisition Sub authorizing the merger of Acquisition Sub with and into the Company, and in accordance with Section 253(b) of the DGCL, the Certificate of Incorporation of Acquisition Sub is hereby amended in its entirety as set forth in Exhibit A to the resolutions attached hereto and, as amended, shall be the Restated Certificate of Incorporation of the surviving corporation. IN WITNESS WHEREOF, Acquisition Sub has caused this Certificate of Ownership and Merger to be executed in its corporate name as of this 21st day of November, 1996. NFC ACQUISITION CORPORATION By: /s/ Alfred N. Flaten -------------------------- Alfred N. Flaten President ATTEST: By: /s/ Norman R. Soland ------------------------- Norman R. Soland Secretary -----END PRIVACY-ENHANCED MESSAGE-----