8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): December 21, 2006

Nash-Finch Company

(Exact name of Registrant as specified in its charter)

Delaware
(State or other jurisdiction
of incorporation) 0-785
(Commission
File Number) 41-0431960
(I.R.S. Employer
Identification No.)

7600 France Avenue South, Minneapolis, Minnesota
(Address of principal executive offices) 55435
(Zip Code)

Registrant’s telephone number, including area code: (952) 832-0534

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 1.01 Entry into a Material Definitive Agreement
	Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
	Item 9.01 Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX TO CURRENT REPORT ON FORM 8-K
Letter Agreement
Press Release

Item 1.01 Entry into a Material Definitive Agreement

Nash-Finch Company (“Nash Finch” or the “Company”) and Robert B. Dimond entered into a letter agreement dated November 29, 2006 (the “Agreement”) summarizing the terms of his employment as Nash Finch’s Executive Vice President, Chief Financial Officer and Treasurer, such employment to begin January 2, 2007. A copy of the Agreement is filed with this report as Exhibit 10.1. The material terms of the Agreement are summarized in Item 5.02(c) below, which summary is qualified in its entirety by reference to the Agreement and the press release (the “Press Release”) issued by the Company on December 21, 2006 to announce the appointment of Mr. Dimond. Mr. Dimond replaces LeAnne M. Stewart, who previously announced her intention to resign from her positions as the Company’s Senior Vice President, Chief Financial Officer and Treasurer. A copy of the Press Release is filed with this Report as Exhibit 99.1 and is incorporated by reference herein.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

(b) On December 21, 2006, Nash Finch issued the Press Release to announce that LeAnne M. Stewart, who previously announced her intention to resign as the Company’s Senior Vice President, Chief Financial Officer and Treasurer, has been replaced in those positions effective upon the appointment of Mr. Dimond.

(c) On December 21, 2006, Nash Finch issued the Press Release to announce that Mr. Dimond had accepted the offer of the Company to serve as its Executive Vice President, Chief Financial Officer and Treasurer.

     Mr. Dimond, age 45, has 18 years of financial and executive management experience in the food retail and distribution industry. Prior to his appointment as Nash-Finch’s Executive Vice President, Chief Financial Officer and Treasurer, Mr. Dimond served as Senior Vice President and Chief Financial Officer for Wild Oats Markets, Inc., a leading national natural and organic specialty foods retailer from 2005-2006. From January through March 2005, Mr. Dimond served as Executive Vice President Chief Financial Officer of The Penn Traffic Company, a food retailer in the eastern United States, in connection with its emergence from bankruptcy proceedings. From 2000-2004, Mr. Dimond served as the Executive Vice President, Chief Financial Officer and Treasurer of Nash Finch. Prior to that, he was Group Vice President and Chief Financial Officer for the western region of The Kroger Co. and served as Vice President, Administration and Controller for Smith’s Food and Drug Centers.

     Other than the Agreement, there is no arrangement or understanding between Mr. Dimond and any other persons pursuant to which he was selected as an officer of Nash Finch. Upon Mr. Dimond’s resignation from the Company in 2004, he entered into a consulting agreement with the Company pursuant to which he provided consulting services to the Company for a ten month period. The consulting agreement was described in the Company’s Current Report on Form 8-K filed on October 14, 2004.

     Under the terms of the Agreement, Mr. Dimond will be employed as Executive Vice President, Chief Financial Officer and Treasurer of Nash Finch, such employment to begin on January 2, 2007. The material terms of the Agreement are summarized below:

          Base Salary — Mr. Dimond will receive an annual base salary of $375,000. The base salary will be reviewed annually by the Compensation Committee of the Company’s Board of Directors and may be adjusted from time to time by the Compensation Committee.

          Annual Bonus — Mr. Dimond will be eligible for work to be performed in 2007 and beyond to receive a bonus under the terms of the Company’s Executive Incentive Program with such bonus targeted at 60% of his base salary. The bonus will be payable in cash with an option to receive up to 100% of it in unrestricted stock. If Mr. Dimond holds this stock for a period of two years, he will receive an additional 15% in restricted stock. He will not participate in the Company’s Executive Incentive Program for 2006. Any bonuses that may be paid to Mr. Dimond in future fiscal years will be determined by the Compensation Committee of the Company’s Board of Directors on the basis of performance against goals for those years.

          Signing Bonus — Mr. Dimond will be paid a sign on bonus of $187,500 on March 15, 2007, provided that he enters into a re-pay agreement pursuant to which he will agree, among things, to remain employed by the Company for at least one year following his receipt of the payment.

          Share Unit Grants — Effective upon Mr. Dimond's commencement of employment, he will be granted the following restricted stock units under the Company’s 2000 Stock Incentive Plan and with the following terms:

• 37,500 restricted stock units, which vest in one-third increments on each of the first three anniversaries of the grant date, assuming continued employment with Nash Finch, as well as in full upon a termination by the Company without cause; and

• 37,500 restricted stock units which vest on the fifth anniversary of the date of grant, assuming continued employment with Nash Finch; provided, that if Mr. Dimond's employment is terminated without cause a pro rata portion will vest based on the number of months of his employment.

     All of the restricted stock units will immediately vest in full upon a change in control of the Company, or if Mr. Dimond’s employment ends because of disability or death. If his employment is terminated by the Company for cause or he quits prior to the vesting date he will forfeit the restricted stock units.

     Each of the restricted stock units will also have dividend equivalent rights, which will be reinvested in the form of additional restricted stock units and will be subject to vesting and forfeiture on the same terms as the restricted stock units to which they relate.

     The restricted stock units will be paid out at vesting in the form of one share of Nash Finch common stock for each unit.

          Long-Term Incentive Program Awards — Mr. Dimond will be eligible to participate in the Nash Finch Long-Term Incentive Program (“LTIP”) at a level equal to 60% of his base salary. The LTIP provides for grants of performance units that vest over three-year performance periods and pay out in shares of Nash Finch common stock or cash, with the specific payment determined by the performance of the Company and its stock price.

          Benefits — Mr. Dimond will be eligible for participation in the Nash Finch Supplemental Executive Retirement Plan and Income Deferral Plan. The Company will also provide term life insurance coverage with a death benefit of at least $1 million.

          Relocation — After the Company and Mr. Dimond agree on the date of his relocation to Minneapolis and upon Mr. Dimond’s entry into a relocation agreement with the Company, he will be reimbursed for his necessary and reasonable expenses of relocating his primary residence to Minneapolis, including the cost of renting an apartment through July 31, 2007. Mr. Dimond will also be reimbursed for the reasonable costs associated with making two trips per month to his current residence during the period between the date of his commencement of employment and the earlier of his relocation to Minneapolis or July 31, 2007. The Company will “gross up” any taxable reimbursement of relocation expenses (with the exception of certain miscellaneous expenses) so that the economic effect to Mr. Dimond will be as if such reimbursement were on a non-taxable basis. Prior to the agreement on the date of Mr. Dimond’s relocation to Minneapolis and the date of Mr. Dimond’s entry into the relocation agreement, he will be reimbursed for agreed-upon travel and/or housing expenses. Mr. Dimond will receive a relocation bonus of $125,000, provided that he enters into a re-pay agreement pursuant to which he will agree, among things, to remain employed by the Company for at least one year following his receipt of the payment.

          Severance — If Mr. Dimond’s employment ends because of termination by the Company without cause, then he will receive, payment (over a 24 month period after termination) of an amount equal to his then base salary as well as continued participation for 24 months in COBRA benefits on the same terms as are available to active Company associates. Receipt of payments and benefits as described in this paragraph is conditioned upon Mr. Dimond’s release of claims he might have against the Company.

          Change in Control Agreement — Mr. Dimond will enter into a change in control agreement with the Company that will provide certain benefits following a change in control of the Company.

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Item 9.01 Financial Statements and Exhibits.

(c) Exhibits. The following exhibit is filed as part of this Current Report on Form 8-K:

Exhibit No.		Description
	10.1	Letter Agreement between Registrant and Robert B. Dimond dated November 29, 2006
	99.1	Press Release, issued by the Registrant, dated December 21, 2006

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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 hereunto duly authorized.

	NASH-FINCH COMPANY
Date:  December 21, 2006	By:	/s/ Kathleen M. Mahoney
		Name:	Kathleen M. Mahoney
		Title:	Senior Vice President, General Counsel and Secretary

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NASH-FINCH COMPANY
EXHIBIT INDEX TO CURRENT REPORT ON FORM 8-K
DATED DECEMBER 21, 2006

Exhibit No.		Description	Method of Filing
	10.1	Letter Agreement between Registrant and Robert B. Dimond dated November 29, 2006	Filed electronically herewith
	99.1	Press Release issued by the Registrant dated June 29, 2006.	Filed electronically herewith

EX-10.1

Exhibit 10.1

November 29, 2006

Mr. Robert B. Dimond
8700 Portico Lane
Longmont, CO 80503

Dear Bob:

This letter follows and supersedes my earlier letters to you. We are pleased to offer you the position of Executive Vice President, Chief Financial Officer of Nash Finch Company (the “Company”), effective on a date to be mutually agreed upon by you and the Company (“Commencement Date”). The terms of this offer and your election as an Executive Officer of the Company have been reviewed by the compensation committee of the board of directors.

The following summarizes the terms of the offer. To the extent that this offer letter refers to a Company plan, policy or agreement, the terms of that plan, policy or agreement will control and are incorporated into this offer letter. Nash Finch Company retains the right to modify, amend or terminate any Company plan, policy or agreement, consistent with the terms of those plans, policies and/or agreements.

1. Base salary at the annual rate of $375,000. Your base salary is subject to review by the Compensation Committee of the Board and may be adjusted from time to time by the Compensation Committee.

2. For work to be performed in 2007 and beyond, you will be eligible to be paid a bonus under the terms of the Executive Incentive Program of an amount equal to 60% of your base salary. The bonus will be payable in cash with an option to receive up to 100% of it in unrestricted stock. If you hold this stock for a period of two years, you will receive an additional 15% in restricted stock. Your bonus for future fiscal years will be determined by the Compensation Committee on the basis of performance against goals for those years. You will not participate in the Executive Incentive Program for 2006.

3. You will be granted an award of thirty-seven thousand five hundred (37,500) performance units denominated as restricted stock units as of your Commencement Date (the “Time-Vesting RSUs”). These units will be subject to restrictions on transfer prior to vesting, and will be forfeited if the Company terminates your employment for cause or if you quit your employment prior to vesting. These units will immediately vest in full upon a change in control of the Company as that term is defined in the Change of Control Agreement referenced in Paragraph 10 of this Agreement, or if your employment ends because of disability, death or if your employment is terminated by the Company without cause. These units shall vest in three (3) equal amounts on the first three anniversaries of your Commencement Date, provided that you are employed on each vesting date and after vesting

Mr. Robert B. Dimond
November 29, 2006
Page 2

will be paid out in the form of one share of Nash Finch common stock for each unit. Dividend equivalents paid on the units prior to vesting will be deemed reinvested in additional units and will be subject to forfeiture on the same terms as the underlying units themselves. Other terms and conditions of the award will be specified by the Compensation Committee in the applicable award agreement, consistent with the requirements of the 2000 Stock Incentive Plan.

4. You will be granted an award of thirty-seven thousand five hundred (37,500) performance units denominated as restricted stock units as of your Commencement Date (the “Time-Vesting RSUs”). These units will be subject to restrictions on transfer prior to vesting, and will be forfeited if your employment with the Company ends for reasons other than death or disability prior to vesting. The units will vest on the fifth anniversary of the date of grant and after vesting will be paid out in the form of one share of Nash Finch common stock for each unit. Dividend equivalents paid on the units prior to vesting will be deemed reinvested in additional units and will be subject to forfeiture on the same terms as the underlying units themselves. If your employment is terminated by the company for reasons other than cause prior to the vesting date, a pro rata portion of the shares will vest as of the date your employment ends (“vested portion”). The vested portion of the shares shall be set by multiplying the 37,500 units by a fraction, the numerator of which shall be the number of whole months after your employment commenced until your termination date, and the denominator of which shall be 60. Other terms and conditions of the award will be specified by the Compensation Committee in the applicable award agreement, consistent with the requirements of the 2000 Stock Incentive Plan.

5. Nash Finch has implemented an executive long term incentive compensation program which was modified by the Compensation Committee in 2006. Based on this plan as amended, your long term incentive plan bonus opportunity will be set in an amount equal to 60% of your base salary. You will be granted Performance Units equivalent to this amount for 2006, so long as you commence employment with the Company in 2006. According to the terms of the plan, these units will vest at the end of the 36 month period commencing on January 1, 2006 (“Measurement Period”). Because the grant will not be made at the commencement of the Measurement Period, the Settlement Share Amount payable to you following vesting will be multiplied by a fraction, the numerator of which shall be the number of whole months after your employment commenced until the end of the Measurement Period, and the denominator of which shall be 36. These Performance Units will be payable in Nash Finch common stock or cash, with the specific payouts determined by company performance and Nash Finch stock price. We anticipate that eligible officers will receive a grant of Performance Units annually.

6. After you and the Company agree upon the date of your relocation to Minneapolis and, upon your execution of a relocation agreement, the Company will reimburse you for your necessary and reasonable relocation expenses, including the cost of renting an apartment through July 31, 2007. The Company will also reimburse you for the reasonable costs associated with making two trips home per month between your hire date and the date of your relocation or July 31, 2007, whichever first occurs. The Company agrees to gross up amounts received for relocation expenses (with the exception of certain miscellaneous

Mr. Robert B. Dimond
November 29, 2006
Page 3

expense) to cover the net income tax effect to you of the reimbursement of such expenses. Prior to that time, you will be reimbursed for agreed-upon travel and/or housing expenses.

7. You will receive a relocation bonus of $125,000.00 during your second week of employment. You will need to sign a re-pay agreement to receive the relocation bonus — agreeing to remain employed for at least one year following your receipt of the payment.

8. You will receive a sign on bonus of $187,500.00 on March 15, 2007. You will need to sign a re-pay agreement to receive the sign-on bonus — agreeing to remain employed for at least one year following your receipt of the payment.

9. If your employment is terminated by the Company, other than (a) for cause or (b) by reason of a change in control (in which case the terms of the change in control agreement would govern), the Company will agree to provide you with 24 months of base salary, paid over a 24-month/104-week period (“severance period”) on regularly scheduled paydays, as severance compensation. If you exercise your rights under COBRA during the severance period, your cost for COBRA benefits will be set at the rate paid by active associates for the same level of benefits. The consideration for the Company’s agreement to make such payments would be your release of claims you might then have against the Company. The Company’s obligation to make payments during the severance period will end on the earlier of (a) your acceptance of regular full time employment; or (b) the second anniversary of the date your employment with the Company ended. Provided, however, that if you receive compensation from your new employer (“new compensation”) of an amount less than the base salary paid pursuant to this paragraph, the Company will make severance payments to you in an amount equal to the difference between the base pay under this paragraph and your new compensation until the second anniversary of the date your employment with the Company ended. Payments pursuant to this Paragraph shall not be considered compensation or earnings for purposes of any employee benefit plan or arrangement of the Company and its Affiliates.

10. You will be provided with a Change In Control Agreement commensurate with your level which will provide certain benefits for twenty four months following a qualifying change in control event.

11. You will be eligible for participation in the Nash Finch Supplemental Executive Retirement Plan and Income Deferral Plan.

12. The Company will maintain term life insurance on your behalf with a death benefit of at least $1,000,000. You will be responsible for any income tax consequences of the company’s provision of this benefit to you.

13. You will be eligible to participate in other benefit plans, practices and policies of the Company in accordance with their terms. If you elect health and dental insurance, you will be eligible for these plans following a 30-day waiting period after your effective start date.

14. You will be eligible for four weeks of paid vacation during your first full year of employment and in subsequent years of employment.

Mr. Robert B. Dimond
November 29, 2006
Page 4

15. As consideration for the payments provided in this Agreement (which are hereby acknowledged by you as providing you with additional and sufficient benefit to support the following covenant), you agree that without the prior written consent of the Company, during your employment and for a period of twenty four months after the termination of your employment for any reason, you will not alone or in any capacity (other than by way of holding shares listed on a stock exchange in a number not exceeding five percent of the outstanding class or series so listed) with any other person or entity:

     (a) directly or indirectly engage in the business of the wholesale distribution of food and related products, in competition with the Company or any Subsidiary, in association with or as an officer, director, employee, principal, agent or consultant of SUPERVALU, INC., Spartan Stores, Inc., Merchants Distributors, Inc., Laurel Grocery Company, L.L.C. or any of their respective subsidiaries, affiliates or successors, as and where such business of the Company or any Subsidiary may then be conducted; provided, however, that this clause (a) shall not apply after a Change in Control; or

     (b) in any way interfere or attempt to interfere with the business of the Company or any Subsidiary whether by way of interfering with or disrupting the Company’s or any Subsidiary’s relationships with any of its or their current or potential vendors, suppliers, distributors or customers, or by doing or saying anything to disparage or cause injury to the business, reputation, management, employees, officers or directors or products or services of the Company or any Subsidiary; or

     (c) directly or indirectly, solicit for employment, employ or attempt to employ any employee of the Company or any Subsidiary

The obligations contained in Paragraph 15 of this Agreement shall survive the termination or expiration of your employment with the Company and shall be fully enforceable thereafter.

On behalf of the Company, I am excited to offer you employment with Nash Finch and look forward to a mutually rewarding relationship.

Very truly yours,

Alec Covington
Chief Executive Officer

I have read the foregoing letter and hereby agree to all the terms and conditions thereof.

Date:
	Robert B. Dimond

EX-99.1

Exhibit 99.1

NASH FINCH APPOINTS BOB DIMOND
CHIEF FINANCIAL OFFICER

Former Wild Oats Markets CFO Brings Extensive Financial Background and
18 Years of Food Retail and Distribution Experience

     MINNEAPOLIS (December 21, 2006) — Nash-Finch Company (NASDAQ: NAFC), a leading national food distributor, today announced that Robert B. Dimond has been appointed Chief Financial Officer, Executive Vice President and Treasurer, effective January 2, 2007. Mr. Dimond, 45, brings 18 years of financial and senior executive management experience in the food retail and distribution industry, and previously served as Executive Vice President, Chief Financial Officer and Treasurer at Nash Finch from 2000-2004. He replaces LeAnne M. Stewart who earlier this year announced her intention to resign from those positions.

     Mr. Dimond joins Nash Finch from Wild Oats Markets Inc. (NASDAQ: OATS), a leading national natural and organic foods retailer with reported annual sales in excess of $1 billion and 116 natural foods stores in 24 states and British Columbia, Canada, where he has served as the Company’s Chief Financial Officer and Senior Vice President since April 2005. At Wild Oats Markets, Mr. Dimond’s responsibilities included all areas of finance and accounting, strategic planning and analysis, information technology and risk management. He also spearheaded the successful launch to sell Wild Oats branded products to other upscale grocery retailers.

     Commenting on today’s announcement, Alec C. Covington, President and Chief Executive Officer said, “We are pleased to welcome Bob back to Nash Finch. He brings tremendous experience, integrity and leadership, and has an in-depth understanding of Nash Finch’s business. His record demonstrates a keen ability to manage all aspects of the CFO position — from all financial functions to strategic planning — and to build on a company’s core strengths to drive top- and bottom-line growth. We look forward to his contributions as we work together to strengthen the Company’s competitive edge and deliver value to shareholders.”

     Mr. Covington continued, “On behalf of the entire company, I would like to thank LeAnne Stewart for her years of service and invaluable contributions, as well as her dedication and

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leadership at Nash Finch. She was an integral member of the Nash Finch management team and was especially instrumental in the development and initial implementation of the Company’s strategic plan. We wish LeAnne well and are confident she will continue to enjoy great success as she determines the next chapter in her career.”

     Mr. Dimond said, “I am pleased to return to such a dynamic company. The Company’s new strategic direction clearly positions Nash Finch on the right track towards improving its overall financial results and enhancing shareholder value. I look forward to working with Alec and the talented team at Nash Finch to help the Company achieve its business goals.”

     Prior to his four years of service with Nash Finch, Mr. Dimond was Group Vice President and Chief Financial Officer for the western region of The Kroger Co. (NYSE: KR) and served as Vice President, Administration and Controller for Smith’s Food and Drug Centers. Mr. Dimond earned his Bachelor of Science degree in accounting from the University of Utah and is a Certified Public Accountant.

     Nash Finch is a Fortune 500 company and one of the leading food distribution companies in the United States. Nash Finch’s core business, food distribution, serves independent retailers and military commissaries in 31 states, the District of Columbia, Europe, Cuba, Puerto Rico, the Azores and Honduras. The Company also owns and operates a base of retail stores, primarily supermarkets under the Econofoods^®, Family Thrift Center^® and Sun Mart^® trade names. Further information is available on the Company’s website at www.nashfinch.com.

Forward-Looking Statements

     The statements in this release that refer to plans and expectations for fiscal 2006 and other future periods are forward-looking statements based on current expectations and assumptions, and entail risks and uncertainties that could cause actual results to differ materially from those expressed in such forward-looking statements. Important factors that could cause actual results to differ materially from published plans and expectations include the following:

• the success or failure of strategic plans, new business ventures and initiatives;

• the effect of competition on our distribution, military and retail businesses;

• our ability to identify and execute plans to improve the competitive position of our retail operations;

• risks entailed by acquisitions, including our ability to successfully integrate acquired operations and retain the customers of those operations;

• credit risk from financial accommodations extended to customers;

• general sensitivity to economic conditions, including volatility in energy prices;

• future changes in market interest rates;

• our ability to identify and execute plans to expand our food distribution operations;

• changes in the nature of vendor promotional programs and the allocation of funds among the programs;

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• limitations on financial and operating flexibility due to debt levels and debt instrument covenants;

• our ability to obtain necessary amendments to our credit facilities to ensure we remain in compliance with debt covenants;

• possible changes in the military commissary system, including those stemming from the redeployment of forces;

• adverse determinations or developments with respect to the litigation or SEC inquiry discussed in Part I, Item 3 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2005;

• changes in consumer spending, buying patterns or food safety concerns; and

• unanticipated problems with product procurement.

A more detailed discussion of these factors, as well as other factors that could affect the Company’s results, is contained in the Company’s periodic reports filed with the SEC, including our Annual report on Form 10-K for the fiscal year ended December 31, 2005. The Company does not undertake to update forward-looking statements to reflect future events or circumstances, but investors are advised to consult future disclosures involving these topics in its periodic reports filed with the SEC.

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Contact:
Brian Numainville
952-844-1201

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