8-K

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): November 8, 2004

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, Edina, 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))

Item 7.01. Regulation FD Disclosure.

     On November 8, 2004, Nash Finch Company (“Nash Finch”) issued a press release announcing that it was clarifying the earnings outlook for fiscal 2004 provided in its quarterly earnings release issued on November 4, 2004 (the “November 4 Release”). In the November 4 release, the Company estimated its diluted earnings per share, excluding certain items listed in the release, would range between $2.94 and $3.00 per share. The Company continues to be comfortable with this estimate, but wishes to clarify its derivation. The press release containing the clarification is filed with this report as Exhibit 99.1 (the “November 8 Release”).

     The November 8 Release contains the Company’s estimated diluted earnings per share for fiscal 2004 calculated after excluding the impact of certain events described in the release, and this adjusted earnings estimate is considered a “non-GAAP” financial measure for purposes of the SEC’s Regulation G. As required by Regulation G, Nash Finch has disclosed in the November 8 Release information regarding the GAAP financial measure which is most directly comparable to this non-GAAP adjusted earnings estimate, as well as reconciling information between the GAAP and non-GAAP financial measures. This adjusted earnings estimate was originally presented in the November 4 Release and clarified in the November 8 Release in order to enhance the comparison of the Company’s underlying profitability between fiscal 2004 and fiscal 2003 by eliminating the financial impact of events that do not affect both periods.

Item 9.01. Financial Statements and Exhibits.

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

Exhibit No.	Description
99.1	Press Release issued by the registrant, dated November 8, 2004.

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: November 8, 2004	By:	/s/ LeAnne M. Stewart
		Name:	LeAnne M. Stewart
		Title:	Senior Vice President and Chief Financial Officer

NASH FINCH COMPANY
EXHIBIT INDEX TO CURRENT REPORT ON FORM 8-K
DATED NOVEMBER 8, 2004

Exhibit No.	Description	Method of Filing
99.1	Press Release, issued by the registrant, dated November 8, 2004.	Furnished herewith

EX-99.1

Exhibit 99.1

NEWS
RELEASE

NASH FINCH CLARIFIES EARNINGS GUIDANCE FOR 2004

Outlook Excluding Certain Items Remains the Same

     MINNEAPOLIS (November 8, 2004) — Nash Finch Company (Nasdaq: NAFC), a leading national food distributor, today clarified the earnings outlook for fiscal 2004 provided in its quarterly earnings release issued on November 4, 2004. In that release, the Company estimated its diluted earnings per share, excluding certain items listed in the release, would range between $2.94 and $3.00 per share. The Company continues to be comfortable with this estimate, but wishes to clarify its derivation.

     The $2.94 to $3.00 estimate range reflects the Company’s belief that its net earnings for fiscal 2004 will range between $9.3 million and $10.1 million, or between $0.74 and $0.80 per diluted share. The $2.94 to $3.00 estimate range reflects the following adjustments to the estimated net earnings:

	Dollars
	in millions	Diluted EPS
Estimated Net earnings	$9.3 to $10.1	$0.74 to $0.80
Special charge from store dispositions (Q2 2004)	22.3	1.75
Store closure costs reflected in operations (Q2 2004)	2.0	0.16
Resolution of outstanding state and federal tax issues (Q3 2004)	(0.8)	(0.06)
Estimated call premium on senior subordinated notes (Q4 2004)	2.9	0.23
Estimated write-off of unamortized finance costs and original issuance discount on credit facility and senior subordinated notes (Q4 2004)	1.6	0.12
Total Adjustments	$28.0	$2.20
Estimated Adjusted Net Earnings	$37.3 to $38.1	$2.94 to $3.00

     In addition to the items shown above, the comparable list of reconciling items included in the November 4, 2004 press release included specific mention of after-tax earnings improvement of approximately $5.4 million, or $0.43 per diluted share, expected during the second half of 2004 as a result of the store closures the Company announced during the second quarter 2004. This earnings improvement, which is expected to be ongoing, is reflected in the $0.74 to $0.80 net earnings guidance provided above. The presentation provided above should be used rather than the presentation used in the November 4 release which included the effect of these operational improvements in the separate list of reconciling items.

     Nash Finch Company is a Fortune 500 company and one of the leading food distribution companies in the United States with nearly $4 billion in fiscal year 2003 revenues. Nash Finch’s food distribution business serves independent retailers and military commissaries in 27 states, the District of Columbia, Europe, Cuba, Puerto Rico, and Iceland. The Company also owns and operates retail stores

primarily in the Upper Midwest. Further information is available on the Company’s website at www.nashfinch.com.

     The statements in this release that refer to anticipated financial results, improvements, plans and developments 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 material differences include the Company’s ability to conclude a refinancing of its senior secured credit facility within the timeframe and on the terms currently anticipated; the effect of competition on the Company’s distribution and retail businesses; the Company’s ability to identify and execute plans to maximize the value of its remaining retail operations and to expand wholesale operations; general economic conditions; credit risk from financial accommodations extended to customers; the success or failure of new business ventures and initiatives; changes in consumer spending and buying patterns; risks entailed by expansion, affiliations and acquisitions; changes in vendor promotions or allowances; limitations on financial and operating flexibility due to debt levels and debt instrument covenants; adverse determinations or developments with respect to litigation, other legal proceedings or the SEC investigation; and other cautionary factors discussed in the Company’s periodic reports filed with the SEC. 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 our periodic reports filed with the SEC.

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Contact: LeAnne Stewart, 952-844-1060