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): March 15, 2005

Nash-Finch Company

(Exact name of Registrant as specified in its charter)

Delaware	0-785	41-0431960
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
7600 France Avenue South, Minneapolis, Minnesota		55435
(Address of principal executive offices)		(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 8.01. Other Events.
	Item 9.01. Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX TO CURRENT REPORT ON FORM 8-K
Press Release

Item 8.01. Other Events.

     On March 15, 2005, Nash-Finch Company (“Nash Finch”) announced that it completed the private sale of approximately $150 million in aggregate gross proceeds (or $322 million aggregate principal amount at maturity) of senior subordinated convertible notes due 2035. Pursuant to Rule 135c under the Securities Act of 1933, as amended, Nash Finch is filing the relevant press release issued March 15, 2005 as Exhibit 99.1 to this report.

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
99.1	Press Release issued by the Registrant, dated March 15, 2005.

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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: March 17, 2005	By:	/s/ LeAnne M. Stewart
		Name:	LeAnne M. Stewart
		Title:	Senior Vice President and Chief Financial Officer

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NASH-FINCH COMPANY

EXHIBIT INDEX TO CURRENT REPORT ON FORM 8-K

DATED MARCH 15, 2005

Exhibit No.	Description	Method of Filing
99.1	Press Release issued by the Registrant, dated March 15, 2005	Filed herewith

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EX-99.1

Exhibit 99.1

Nash-Finch Company NEWS RELEASE

Nash-Finch Company Announces Completion of Sale of Convertible Notes

     MINNEAPOLIS, MN (March 15, 2005)—Nash-Finch Company (Nasdaq:NAFC) announced today that it has completed the private sale of approximately $150 million in aggregate gross proceeds (or $322 million aggregate principal amount at maturity) of senior subordinated convertible notes due 2035. The Company has granted the initial purchasers a 30-day option to purchase up to an additional 10% of the aggregate principal amount at maturity of the notes (which, if exercised, would result in up to approximately $15 million in additional aggregate gross proceeds).

     As previously disclosed, Nash Finch intends to use the net proceeds from the offering, together with borrowings under its senior secured credit facility, to acquire certain assets from Roundy’s, Inc. for approximately $225 million in cash, subject to certain post-closing adjustments or, alternatively, to repay outstanding indebtedness under the term loan portion of its senior secured credit facility.

     The notes may be converted only under the circumstances specified in the indenture under which they have been issued, and if converted, the accreted principal amount of the notes as of the date of conversion would be payable in cash and the remaining conversion value of the notes, if any, would be payable, at Nash Finch’s election, in cash, shares of Nash Finch’s common stock or a combination of cash and shares.

     Neither the notes nor the shares of common stock issuable upon conversion of the notes, if any, have been registered under the Securities Act of 1933, as amended or any state securities laws and, unless so registered, may not be offered or sold in the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act of 1933, as amended and applicable state securities laws. Nash Finch has, however, agreed with the initial purchasers to file a registration statement with the Securities and Exchange Commission for the resale of the notes and any shares of common stock issuable upon conversion of the notes within 120 days after the closing of the offering.

     This press release does not constitute an offer to sell or the solicitation of an offer to buy the notes.

     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 annual revenues. Nash-Finch’s food distribution business serves independent retailers and military commissaries in 27 states, the District of Columbia, Europe, Cuba, Puerto Rico, Iceland, the Azores and Honduras. Nash-Finch also owns and operates retail stores primarily in the Upper Midwest. Further information is available on the Nash-Finch website at www.nashfinch.com

     Statements made in this release that refer to Nash-Finch’s intentions or beliefs or to anticipated future 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 successfully complete the acquisition from Roundy’s and integrate into its business the distribution centers to be acquired, and other cautionary factors discussed in the Company’s annual report on Form 10-K filed with the SEC on March 2, 2005. Nash-Finch 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: Nash-Finch Company, Minneapolis
LeAnne Stewart, 952-844-1060