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): February 16, 2006

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)	(IRS 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))

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TABLE OF CONTENTS

	Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
	Item 8.01 Other Events.
	Item 9.01 Financial Statements and Exhibits.
SIGNATURES
Press Release

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

(c) A press release of Nash-Finch Company (Nash Finch) dated February 16, 2006, filed as Exhibit 99.1, is incorporated by reference herein. This press release announces that Allister P. Graham, currently Chairman of the Board of Directors of Nash Finch, will assume the position of interim Chief Executive Officer and he is transitioning into the role immediately. As previously announced on September 1, 2005, Nash Finch’s current Chief Executive Officer is stepping down.

     Mr. Graham, age 69, has served as a member of Nash Finch’s Board of Directors since 1992 and as the Chairman of the Board of Directors since 2000. Mr. Graham retired in September 1998 as the Chief Executive Officer of The Oshawa Group Limited, a food distributor in Canada, a position he held for more than five years. He retired in February 1999 as the Chairman and a director of The Oshawa Group Limited. Mr. Graham also serves as a director of Manulife Financial Corporation, a provider of financial protection and wealth management products, and as a trustee of Associated Brands Income Fund, a manufacturer and supplier of private label dry blend food and household products.

Item 8.01 Other Events.

     A press release of Nash Finch dated February 16, 2006, filed as Exhibit 99.1, is incorporated by reference herein. In addition to the announcement described above under Item 5.02, this press release announces that Nash Finch has voluntarily contacted the Securities and Exchange Commission (SEC) to discuss the results of an internal review that focused on trading in Nash Finch’s common stock by certain of Nash Finch’s officers and directors. The Board of Directors conducted the internal review with the assistance of outside counsel following an informal inquiry from the SEC late last year regarding such trading. Nash Finch has offered to provide certain documents, and the SEC has accepted the offer. Nash Finch will continue to fully cooperate with the SEC.

     Additionally, this press release announces that Nash Finch’s Senior Vice President and General Counsel, Kathleen E. McDermott, has decided to resign. Kathleen M. Mahoney, currently Vice President and Deputy General Counsel of Nash Finch, has been appointed interim Secretary and General Counsel and is transitioning into the position immediately.

Item 9.01 Financial Statements and Exhibits.

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 February 16, 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: February 16, 2006	By:	/s/ LeAnne M. Stewart
		Name:	LeAnne M. Stewart
		Title:	Senior Vice President and Chief Financial Officer

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EX-99.1

EXHIBIT 99.1

FOR IMMEDIATE RELEASE
Investor Inquiries: 952-806-6975
Media Inquiries: 952-806-6900

NASH FINCH ANNOUNCES INTERIM CEO AND GENERAL COUNSEL

MINNEAPOLIS, February 16, 2006 — Nash Finch Company (Nasdaq: NAFC) announced today that Allister P. Graham, currently Chairman of the Board of Directors, will assume the position of interim Chief Executive Officer and he is transitioning into the role immediately. As Nash Finch previously announced on September 1, 2005, Ron Marshall, the Company’s current Chief Executive Officer, is stepping down. The Board of Directors is continuing its search for a permanent Chief Executive Officer.

Mr. Graham has extensive industry experience, including having served as Chief Executive Officer of The Oshawa Group Limited, a multi-billion dollar food distributor in Canada. He currently serves as a trustee of the Associated Brands Income Fund, a manufacturer and supplier of private label dry blend food and household products.

The Company also announced today that Kathleen E. McDermott, Senior Vice President, Secretary and General Counsel of the Company has decided to resign. Kathleen M. Mahoney, currently Vice President and Deputy General Counsel of the Company, has been appointed interim Secretary and General Counsel and is transitioning into the position immediately.

In addition, the Company said today that it has voluntarily contacted the Securities and Exchange Commission (SEC) to discuss the results of an internal review that focused on trading in the Company’s common stock by certain officers and directors of the Company during 2005. The Board of Directors conducted the internal review with the assistance of outside counsel following an informal inquiry from the SEC late last year regarding such trading. The Company has offered to provide certain documents, and the SEC has accepted the offer. The Company will continue to fully cooperate with the SEC.

“Nash Finch is a solid business with strong underlying fundamentals. In particular, we have experienced growth in our food distribution and military operations, key drivers of our business. I look forward to leading the Company on an interim basis as we continue to focus on strengthening our operations, meeting our customers’ needs and delivering value to our shareholders,” commented Allister P. Graham.

Nash Finch Company 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 28 states, the District of Columbia, Europe, Cuba, Puerto Rico, Iceland, the Azores and Honduras. The Company also owns and operates a base of retail stores, primarily supermarkets under the Econofoods(R), Family Thrift Center(R) and Sun Mart(R) trade names.

# # #

Statements in this press release involving Nash Finch Company which are not historical facts are “forward-looking statements” that involve risks and uncertainties. Important factors that could cause actual results to differ from those contained in the forward-looking statements include the length, scope and results of the informal inquiry by the SEC; the effect of competition on the Company’s distribution, military and retail businesses; the Company’s ability to identify and execute plans to increase or preserve the value of its remaining retail operations; the Company’s ability to identify and execute plans to expand its wholesale operations; the Company’s ability to successfully integrate acquired operations and retain the customers of those operations; and adverse determinations or developments with respect to a purported class action litigation involving the Company.

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. 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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