10-K/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A
(Amendment No. 1)

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

For the fiscal year ended: December 31, 2005

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

For the Transition Period from ________ to _________.

Commission file number: 0-785

NASH-FINCH COMPANY

(Exact name of Registrant as specified in its charter)

Delaware
(State of Incorporation) 41-0431960
(I.R.S. Employer Identification No.)

7600 France Avenue South
P.O. Box 355
Minneapolis, Minnesota
(Address of principal executive offices) 55440-0355
(Zip Code)

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

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, par value $1.66-2/3 per share
Common Stock Purchase Rights

.........

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes o No þ

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act. Yes o No þ

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. (See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Securities Exchange Act).

Large accelerated filer o     Accelerated filer þ     Non-accelerated filer o

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act).
Yes o No þ

The aggregate market value of the voting stock held by non-affiliates of the Registrant as of June 18, 2005 (the last business day of the Registrant’s most recently completed second fiscal quarter) was $465,895,713, based on the last reported sale price of $36.44 on that date on the NASDAQ National Market System.

As of March 10, 2006, 13,318,885 shares of Common Stock of the Registrant were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant’s definitive Proxy Statement for its Annual Meeting of Stockholders to be held on May 16, 2006 (the “2006 Proxy Statement”) are incorporated by reference into Part III, as specifically set forth in Part III.

TABLE OF CONTENTS

PART II
	ITEM 6. SELECTED FINANCIAL DATA
PART IV
SIGNATURES
EXHIBIT INDEX TO AMENDMENT NO. 1 ON FORM 10-K/A
Certification of Chief Executive Officer
Certification of Chief Financial Officer
Certification of Chief Executive Officer and Chief Financial Officer

EXPLANATORY NOTE

     This Form 10-K/A is being filed by Nash-Finch Company to amend its annual report on Form 10-K for the fiscal year ended December 31, 2005 (the “Report”) that was filed with the Securities and Exchange Commission on March 16, 2006. The amendment is being filed to correct an error made by our printer/filing agent in the process of converting and formatting the Report to an electronic format for filing with the Securities and Exchange Commission through the EDGAR system. This error caused the six footnotes to the “Consolidated Summary of Operations” table in Part II, Item 6 (“Selected Financial Data”) on page 17 of the Report to be rendered illegibly small in the electronically filed Report. This amendment is filed solely to make legible the footnotes to that table, and does not change any information contained in the Report as originally filed.

PART II

ITEM 6. SELECTED FINANCIAL DATA

NASH FINCH COMPANY AND SUBSIDIARIES
Consolidated Summary of Operations
Five years ended December 31, 2005 (not covered by Independent Auditors’ Report)
(Dollar amounts in thousands except per share amounts)

	2005 (1)			2004			2003			2002			2001
	(52 Weeks)			(52 Weeks)			(53 Weeks)			(52 Weeks)			(52 Weeks)
Sales (2)	$	4,555,507			3,897,074			3,971,502			3,874,672			3,982,206
Cost of sales (2)		4,124,344			3,474,329			3,516,460			3,408,409			3,529,124
Selling, general and administrative		300,837			299,727			326,716			350,305			337,330
Gains on sale of real estate		(3,697	)		(5,586	)		(748	)		(3,826	)		(2,647	)
Special charges		(1,296	)		34,779			—			(765	)		—
Extinguishment of debt		—			7,204			—			—			—
Depreciation and amortization		43,721			40,241			42,412			39,988			46,601
Interest expense		24,732			27,181			34,729			30,429			35,506
Income tax expense		25,670			4,322			17,254			19,552			15,025
Earnings from continuing operations		41,196			14,877			34,679			30,580			21,267
Net earnings from discontinued operations		56			55			413			—			—
Cumulative effect of change in accounting principle, net of income tax (3)		—			—			—			(6,960	)		—
Net earnings	$	41,252			14,932			35,092			23,620			21,267
Basic earnings per share:
Continuing operations	$	3.19			1.20			2.87			2.59			1.83
Discontinued operations		—			—			0.03			—			—
Cumulative effect of change in accounting principle (3)		—			—			—			(0.59	)		—
Basic earnings per share	$	3.19			1.20			2.90			2.00			1.83
Diluted earnings per share:
Continuing operations	$	3.13			1.18			2.85			2.52			1.78
Discontinued operations		—			—			0.03			—			—
Extraordinary change from early extinguishment of debt		—			—			—			(0.57	)		—
Diluted earnings per share	$	3.13			1.18			2.88			1.95			1.78
Cash dividends declared per common share	$	0.675			0.54			0.36			0.36			0.36
Pretax earnings from continuing operations as a percent of sales		1.47	%		0.49	%		1.31	%		1.29	%		0.91	%
Net earnings as a percent of sales		0.91	%		0.38	%		0.88	%		0.61	%		0.53	%
Effective income tax rate		38.4	%		22.6	%		33.3	%		39.0	%		41.4	%
Current assets	$	512,207			400,587			415,810			468,281			479,364
Current liabilities	$	325,859			280,162			284,752			309,256			383,624
Net working capital	$	186,348			120,425			131,058			159,025			95,740
Ratio of current assets to current liabilities		1.57			1.43			1.46			1.51			1.25
Total assets	$	1,077,424			815,628			886,352			947,922			970,245
Capital expenditures	$	24,638			22,327			40,728			52,605			43,924
Long-term obligations (long-term debt and capitalized lease obligations)	$	407,659			239,603			326,583			405,376			368,807
Stockholders’ equity	$	322,578			273,928			256,457			221,479			203,408
Stockholders’ equity per share (4)	$	25.20			22.21			21.36			18.61			17.43
Return on stockholders’ equity (5)		12.77	%		5.43	%		13.52	%		13.81	%		10.46	%
Number of common stockholders of record at year-end		2,322			2,579			2,841			2,797			2,710
Common stock high price (6)	$	44.00			38.66			24.70			33.18			35.54
Common stock low price (6)	$	24.83			18.06			4.26			7.12			11.81

(1) Information presented for fiscal 2005 reflects the acquisition by the Company on March 31, 2005 of the Lima and Westville distribution divisions of Roundy’s. More generally, discussion regarding the comparability of information presented in the table above or material uncertainties that could cause the selected financial data not to be indicative of future financial

	condition or results of operations can be found in Part 1, Item 1A. of this report, “Risk Factors,” Part II, Item 7 of this report, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Part II, Item 8 of this report in the Company’s Consolidated Financial Statements and notes thereto.
(2)	See Part II, Item 8, of this report under Note (1) of the Consolidated Financial Statement under the caption “Revenue Recognition” for information regarding the reclassification of facilitated services.
(3)	Effect of adoption of EITF No. 02-16, “Accounting by a Customer (Including a Reseller) for Certain Consideration Received from a Vendor.”
(4)	Based on average outstanding shares at year-end.
(5)	Return based on continuing operations.
(6)	High and low closing sales price on Nasdaq National Market.

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)(3) Exhibits

The Exhibits listed in the accompanying Index to Exhibits are filed or furnished as part of this Amendment No. 1 on Form 10-K/A.

SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Amendment No. 1 to the Report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: March 21, 2006	NASH-FINCH COMPANY
	By /s/ LeAnne M. Stewart
	LeAnne M. Stewart
	Senior Vice President & Chief Financial Officer

EXHIBIT INDEX TO AMENDMENT NO. 1 ON FORM 10-K/A

Exhibit
No.	Description	Method of Filing
31.1	Rule 13a-14(a) Certification of the Chief Executive Officer.	Filed herewith
31.2	Rule 13a-14(a) Certification of the Chief Financial Officer.	Filed herewith
32.1	Section 1350 Certification of Chief Executive Officer and Chief Financial Officer.	Furnished herewith

EX-31.1

Exhibit 31.1

RULE 13a-14(a) CERTIFICATION OF THE
CHIEF EXECUTIVE OFFICER

I, Allister P. Graham, certify that:

1.	I have reviewed this Amendment No. 1 on Form 10-K/A to the Annual Report on Form 10-K for the fiscal year ended December 31, 2005 of Nash-Finch Company (as amended, referred to as “this report”);
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 21, 2006	By:	/s/ Allister P. Graham
		Name:	Allister P. Graham
		Title:	Chairman and Interim Chief Executive Officer

EX-31.2

Exhibit 31.2

RULE 13a-14(a) CERTIFICATION OF THE
CHIEF FINANCIAL OFFICER

     I, LeAnne M. Stewart, certify that:

1.	I have reviewed this Amendment No. 1 on Form 10-K/A to the Annual Report on Form 10-K for the fiscal year ended December 31, 2005 of Nash-Finch Company (as amended, referred to as “this report”);
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 21, 2006	By:	/s/ LeAnne M. Stewart
		Name:	LeAnne M. Stewart
		Title:	Senior Vice President and Chief Financial Officer

EX-32.1

Exhibit 32.1

SECTION 1350 CERTIFICATION OF THE CHIEF EXECUTIVE
OFFICER AND CHIEF FINANCIAL OFFICER

     In connection with Amendment No. 1 on Form 10-K/A to the Annual Report on Form 10-K of Nash-Finch Company (the “Company”) for the period ended December 31, 2005 as filed with the Securities and Exchange Commission (as amended, the “Report”), we, Allister P. Graham, Interim Chief Executive Officer and LeAnne M. Stewart, Senior Vice President and Chief Financial Officer, respectively, of the Company, certify, pursuant to 18 U.S.C. Section 1350, that to our knowledge:

(1)	the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.

Date: March 21, 2006	By:	/s/ Allister P. Graham
		Name:	Allister P. Graham
		Title:	Chairman and Interim Chief Executive Officer

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