8-K/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

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 17, 2008

Nash-Finch Company

(Exact name of Registrant as specified in its charter)

Delaware	0-785	41-0431960
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	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

Exhibit 10.1

Exhibit 10.2

Exhibit 99.1

Explanatory Note

     Nash-Finch Company (the “Company”) is filing this Current Report on Form 8-K/A as Amendment No. 1 to its Current Report on Form 8-K (the “Form 8-K”) filed with the Securities and Exchange Commission (the “Commission”) on December 18, 2008 solely to (1) disclose that the Asset Purchase Agreement (as defined below) filed as an exhibit to the Form 8-K has been amended and to file such amendment as an exhibit to this Form 8-K/A, (2) disclose that the Acquisition (as defined below) described in the Form 8-K closed on January 31, 2009, (3) disclose that certain of the Company’s executive officers were awarded stock appreciation rights, and (4) attach as an exhibit to this Form 8-K/A a copy of the Company’s press release, dated February 2, 2009, announcing the closing of the transaction. No other information contained in the Form 8-K is amended by this Form 8-K/A.

Item 1.01 Entry into a Material Definitive Agreement.

     As previously reported in the Form 8-K filed by Company, the Company entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with GSC Enterprises, Inc. (“GSC”), MKM Management, L.L.C., Michael K. McKenzie and Grocery Supply Acquisition Corp, a wholly-owned subsidiary of the Company (the “Purchaser”). Pursuant to the Asset Purchase Agreement, the Purchaser agreed to purchase certain specified assets and liabilities of GSC related to wholesale food distribution services for military commissaries and exchanges, and operate GSC’s three distribution centers located in San Antonio, Texas, Pensacola, Florida and Junction City, Kansas (the “Acquisition”). On January 31, 2009, GSC and the Company entered into the First Amendment to the Asset Purchase Agreement to revise certain definitions and certain disclosures.

     Under the terms of the Asset Purchase Agreement, as amended, the Company paid approximately $78 million to GSC in an all-cash transaction, which was partly funded by the Company’s asset-backed credit agreement (the “Credit Agreement”), the aggregate commitments under which were increased by an amount equal to $40 million. In accordance with the terms of Credit Agreement, the Purchaser was added as a guarantor under the Credit Agreement and the guaranty executed in connection therewith and joined the security agreement executed in connection with the Credit Agreement as a pledgor.

     The closing of the Acquisition occurred on January 31, 2009. A copy of the First Amendment to the Asset Purchase Agreement is attached Exhibit 10.1 to this Form 8-K/A.

     On February 2, 2009, the Company issued a press release announcing the closing of the Acquisition. The press release is furnished herewith as Exhibit 99.1.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

     As previously reported in a Current Report on Form 8-K filed by the Company on December 23, 2008 (the “December 23 Form 8-K”), the Compensation and Management Development Committee of the Company’s Board of Directors (the “Committee”) authorized the adoption of a stock appreciation rights incentive program (the “Plan”) for members of the Company’s senior management. Pursuant to the Plan, the Committee granted stock appreciation rights (the “SARs”) for a total of 267,345 shares under the Company’s 2000 Stock Incentive Plan. The issuance of the SARs was subject to forfeiture in the event the closing of the Acquisition did not occur by December 31, 2009. Since the closing occurred before that date, the SARs granted on December 17, 2008 remain in effect.

     The foregoing description of the SARs is qualified by reference to the form of Stock Appreciation Rights Award Agreement, a copy of which is filed as Exhibit 10.2 to this Form 8-K/A.

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Item 9.01 Financial Statements and Exhibits.

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

Exhibit No.	Description
10.1	First Amendment to the Asset Purchase Agreement, dated as of January 31, 2009, by and among GSC Enterprises, Inc. and Nash Finch Company
10.2	Form of Stock Appreciation Rights Award Agreement
99.1	Press Release issued by the registrant, dated February 2, 2009

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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 3, 2009	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/A

Exhibit No.	Description
10.1	First Amendment to the Asset Purchase Agreement, dated as of February 2, 2009, by and among GSC Enterprises, Inc. and Nash Finch Company
10.2	Form of Stock Appreciation Rights Award Agreement
99.1	Press Release issued by the registrant, dated February 2, 2009

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EX-10.1

Exhibit 10.1

EXECUTION VERSION

FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT

     THIS FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT (this “First Amendment”), dated as of January 31, 2009 (the “Amendment Date”), is made by and between GSC Enterprises, Inc., a Texas corporation (“Seller”) and Nash Finch Company, a Delaware corporation (“Parent”). Capitalized terms used herein without definition shall have the meanings specified in the Asset Purchase Agreement (as defined below).

RECITALS

     WHEREAS, Seller, MKM Management, L.L.C., a Texas limited liability company, Michael K. McKenzie, Grocery Supply Acquisition Corp., a Delaware corporation (“Purchaser”), and Parent entered into that certain Asset Purchase Agreement (the “Asset Purchase Agreement”), dated as of December 17, 2008; and

     WHEREAS, in accordance with Section 9.6 of the Asset Purchase Agreement, Seller and Parent desire to amend the Asset Purchase Agreement in a manner set forth herein.

     NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Parent agree as follows:

ARTICLE ONE
AMENDMENTS

     Section 1.1 Amendment to Section 1.1. Section 1.1 of the Asset Purchase Agreement is hereby amended by deleting Sections 1.1.17 and 1.1.18 in their entirety and replacing them with the following:

     “Section 1.1.17 all Taxable Industrial Revenue Bond Series 2006 (Grocery Supply Company Project), issued pursuant to that certain Trust Indenture, by and between City of Junction City, Kansas, as Issuer, and Bank of Oklahoma, N.A., as Trustee (the “Junction City Bonds”);

     Section 1.1.18 all other rights and assets not described above which are used or held for use in the Business, which are not an Excluded Asset; and

     Section 1.1.19 the bank accounts set forth on Schedule 1.1.19 (the “Cash Accounts”).”

     Section 1.2 Amendment to Section 1.2.5. Section 1.2.5 of the Asset Purchase Agreement is hereby amended to read as follows:

     “all cash and cash equivalents, other than the Cash Accounts.”

     Section 1.3 Amendment to Section 1.7. Section 1.7 of the Asset Purchase Agreement is hereby amended by replacing “No later than three (3) Business Days prior to the Closing Date” with “No later than February 1, 2009”.

     Section 1.4 Amendment to Section 3.6.2. Section 3.6.2 of the Asset Purchase Agreement is hereby amended by deleting Sections 3.6.2(a) and 3.6.2(b) in their entirety and replacing them with the following:

     “(a) unaudited balance sheets for the Distribution Facilities as of and for the fiscal years ended December 30, 2006 and December 29, 2007, and the related statements of operations for the fiscal years ended December 30, 2006 and December 29, 2007;

     (b) an unaudited balance sheet for the Distribution Facilities as of September 27, 2008 (the “Business Base Balance Sheet”) and an unaudited statement of operations for the Distribution Facilities for the nine-month period ended September 27, 2008; and

     (c) an unaudited balance sheet for the Distribution Facilities for the fiscal year ended January 3, 2009 and an unaudited statement of operations for the Distribution Facilities for the fiscal year ended January 3, 2009.”

     Section 1.5 Amendment to Section 3.6.7. Section 3.6.7 of the Asset Purchase Agreement is hereby amended and restated in its entirety as follows:

“Without limiting any representation and warranty set forth in this Section 3.6, the financial data, financial statements and other information set forth on Schedule 3.6.7 of the Seller Disclosure Schedule are true, accurate and complete and present fairly in all material respects the financial condition of the Business at each Distribution Facility in accordance with GAAP consistently applied and the results of operations of the Business at each Distribution Facility at and for the periods presented therein.”

     Section 1.6 Amendment to Section 5.14. Section 5.14 of the Asset Purchase Agreement is hereby deleted in its entirely and replaced with the following:

     “Reserved”

     Section 1.7 Amendment to Section 7.3. Section 7.3 to the Asset Purchase Agreement is hereby amended by adding the following sentence after the last line of Section 7.3:

“For the avoidance of doubt, Seller acknowledges and agrees that any Purchaser Indemnitee’s right to indemnification, reimbursement or any other remedy based upon any breach or inaccuracy of any representation or warranty contained herein will not be affected by the due diligence investigation and review of the Business conducted by Purchaser or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing Date.”

     Section 1.8 Amendment to Section 9.5. Section 9.5 to the Asset Purchase Agreement is hereby amended and restated in its entirety as follows:

     “This Agreement and the Other Agreements (including any additional agreements contemplated hereby or thereby, any side letters or agreements entered into by the Parties prior to or at the Closing and the Disclosure Schedule) contain the entire agreement among the Parties with respect to the subject matter hereof and supersede all prior

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agreements, written or oral, with respect thereto other than the Confidentiality Agreement, which shall survive and remain in full force and effect according to its terms; provided, however, that if this Agreement is terminated in accordance with its terms (other than due to a intentional breach of this Agreement by Seller, MKM Management or MKM) then the “Exclusivity Period” (as defined in the Confidentiality Agreement) shall terminate effective as of the termination date of this Agreement.”

     Section 1.9 Annex A.1. The following terms are hereby amended and restated in their entirety as follows:

     “Base Net Working Capital” means $62,050,346.50.

     “Current Assets” means the aggregate dollar amount of all Cash Accounts plus Accounts Receivable plus Inventory plus Prepaid Expenses properly characterized as such as determined in accordance with GAAP.

     “Current Liabilities” means the aggregate dollar amount of all Accounts Payable and Accrued Expenses as determined in accordance with GAAP.

     Section 1.10 Annex A.2. Annex A.2 is hereby amended by deleting the terms “Carve-Out Accounting Principals” and “Subsequent Financial Reports”. Annex A.2 is hereby amended by adding the following after the term “Carve-Out Financial Statements”:

Cash Accounts 1.1.19

     Section 1.11 Amendment to Exhibit A. Exhibit A to the Asset Purchase Agreement is hereby amended and restated in its entire as set forth in Exhibit A hereto.

     Section 1.12 Amendments to Schedules. The following schedules to the Asset Purchase Agreement are hereby amended and restated in their entirely as set forth in the corresponding schedule set forth herein:

          (a) Schedule 1.1.4

          (b) Schedule 1.1.7

          (c) Schedule 1.1.8

          (d) Schedule 1.1.16

          (e) Schedule 1.1.19

          (f) Schedule 1.3.2

          (g) Schedule 1.4.9

          (h) Schedule 3.5

          (i) Schedule 3.6.2

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          (j) Schedule 3.6.7

          (k) Schedule 3.8.4

          (l) Schedule 3.8.5

          (m) Schedule 3.8.9

          (n) Schedule 3.14

ARTICLE TWO
MISCELLANEOUS

     Section 2.1 No Other Amendments; References. Except as specifically amended hereby, the Asset Purchase Agreement shall continue in full force and effect as written. All references in the Asset Purchase Agreement to “this Agreement” and words of similar import shall refer to the Asset Purchase Agreement as amended hereby.

     Section 2.2 Incorporation by Reference. The provisions of Sections 9.3 (Governing Law; Consent to Jurisdiction; Waiver of Trial by Jury), 9.6 (Waivers and Amendments; Non Contractual Remedies; Preservation of Remedies), 9.7 (Severability), 9.11 (Counterparts), and 9.12 (Headings) of the Asset Purchase Agreement shall be incorporated by reference into this First Agreement.

[SIGNATURE PAGES FOLLOW]

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     IN WITNESS WHEREOF, the undersigned Parties have executed this First Agreement as of the Amendment Date.

SELLER: GSC ENTERPRISES, INC.
By:	/s/ Michael J. Bain
	Name:	Michael J. Bain
	Title:	President and CEO

[Signature Page to First Amendment to Asset Purchase Agreement]

PARENT: NASH FINCH COMPANY
By:	/s/ Robert B. Dimond
	Name:	Robert B. Dimond
	Title:	Executive Vice President and Chief Financial Officer

[Signature Page to First Amendment to Asset Purchase Agreement]

EX-10.2

Exhibit 10.2

STOCK APPRECIATION RIGHTS AGREEMENT

     THIS STOCK APPRECIATION RIGHT AGREEMENT UNDER THE NASH-FINCH COMPANY 2000 STOCK INCENTIVE PLAN is entered into and effective as of December 17, 2008 (the “Date of Grant”), by and between Nash-Finch Company (the “Company”) and [ ] (the “Executive”).

     This Stock Appreciation Right Agreement (the “Agreement”) sets forth the terms and conditions of an award of [     ] stock appreciation rights (each a “Stock Appreciation Right” or “SAR”)) that are subject to the terms and conditions specified herein and that are granted to the Executive under the Nash-Finch Company 2000 Stock Incentive Plan (the “Plan”). Each capitalized term used but not defined in this Agreement shall have the meaning assigned to that term in the Plan.

     The parties hereto agree as follows:

     1. Grant of Stock Appreciation Right. Subject to the terms and conditions of this Agreement and the Plan, the Company hereby grants the Executive a Stock Appreciation Right (the “Award”) relating to an aggregate of [ ] shares of common stock, par value $1.66-2/3 par value, per share, of Nash-Finch Company (“Common Stock”) with a per share price of $38.44 (the “Base Price”), which is the Fair Market Value of the Common Stock on the Date of Grant.

     2. Vesting. Subject to Section 4, the SAR is eligible to become vested during the period commencing on the closing of the transaction contemplated by that certain Asset Purchase Agreement by and among Nash-Finch Company, GSC Enterprises, Inc., MKM Management, L.L.C., Michael K. McKenzie and Grocery Supply Acquisition Corp. dated December 17, 2008 (the “Closing Date”) and ending on the 36 month anniversary of the Closing Date (the “Vesting Period”). The SAR will vest (and become exercisable pursuant to Section 3) on the first business day (the “Vesting Date”) which falls within the Vesting Period and follows either:

     (a) the date on which the average of the closing prices for a share of Common Stock on NASDAQ (or if not there principally traded, the principal market on which such shares are traded) for the 90 previous market days is at least $55.00, or

     (b) (i) a Change in Control which occurs on or following the six month anniversary of the Date of Grant or (ii) the termination of the Executive’s employment with the Company and all Subsidiaries by reason of death or Disability,

so long as the Executive remains continuously employed (or has previously died or become disabled as described in Section 2(b)(ii)) by the Company from the Closing Date to the Vesting Date. If the SAR has not become vested by the last day of the Vesting Period, it shall thereupon be forfeited.

     3. Exercise of Award.

          a. Subject to Section 8, only the Executive may exercise the SAR or any portion thereof. The SAR may be exercised in whole or in part at any time during the period (i) commencing on the later of (x) the Vesting Date and (y) the six month anniversary of the Date of Grant and (ii) ending at the time when the SAR becomes unexercisable under Section 4.

          b. The Executive may exercise the SAR by delivery in person, by facsimile or electronic transmission or through the mail of written notice of exercise to the Company (Attention: Secretary) at its principal executive office in Minneapolis, Minnesota specifying the number of shares of Common Stock with respect to which the SAR is being exercised.

     4. Expiration of the Award. The SAR may not be exercised to any extent by anyone after the first to occur of the following:

          a. December 31, 2009 if the Closing Date has not occurred by such date;

          b. the date that is 24 months after the Vesting Date;

          c. the tenth anniversary of the Date of Grant; or

          d. the termination of Executive’s employment with the Company and all Subsidiaries, or, if such termination is by reason of death or Disability, the third anniversary of such termination of employment.

     5. Form of Payment. Upon exercise (the “Date of Exercise”) of the SAR, or any portion thereof, the Company shall award the Executive a number of shares of restricted stock (the “Restricted Stock”) equal to (a) the product of (i) the number of shares with respect to which the SAR is exercised and (ii) the excess, if any, of (x) the Fair Market Value per share of Common Stock upon the date of such exercise over (y) the Base Price per share relating to such SAR, divided by (b) the Fair Market Value of a share of Common Stock on the date such SAR is exercised. The Restricted Stock shall vest on the first anniversary of the Date of Exercise (the “Anniversary Date”) so long as the Executive has remained continuously employed with the Company or one of its Subsidiaries from the Date of Exercise to such date, or Executive’s earlier death or Disability.. The grant of any Restricted Stock shall otherwise be subject to the terms and conditions of an applicable Restricted Stock Agreement and the Plan.

     6. Termination of Employment. If the Executive’s employment with the Company is terminated prior to the Anniversary Date for any reason other than death or Disability the Restricted Stock that has not vested will thereupon be terminated and forfeited

     7. Adjustments to Awards. If any reorganization, merger, consolidation, recapitalization, liquidation, reclassification, stock split, combination of shares, rights offering or

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divestiture (including a spin-off) or any other similar change in the corporate structure or shares of the Company occurs, the Board, in order to prevent dilution or enlargement of the Executive’s rights, will make appropriate adjustment (which determination will be conclusive) in the number and kind of Common Stock or other securities or other property (including cash) subject to the SAR or, if applicable, the Restricted Stock; provided, however, that any such securities or other property distributable with respect to the SAR shall be, unless otherwise determined by the Board, distributed to the Executive in the manner described in Section 5 and shall, together with the SAR, otherwise be subject to the terms and conditions of this Agreement.

     8. Beneficiary Designation.

     The Executive shall have the right, at any time, to designate any person or persons as beneficiary or beneficiaries to receive the SAR and/or the Restricted Stock upon the Executive’s death. After the death of the Executive, any exercisable portion of the SAR may, prior to the time when the SAR becomes unexercisable under Section 4, be exercised by his personal representative or by any person empowered to do so under the deceased Executive’s will or under the then applicable laws of descent and distribution. The Executive shall have the right to change the Executive’s beneficiary designation at any time. Each beneficiary designation shall become effective only when filed in writing with the Company during the Executive’s life on a form prescribed by or approved by the Company. If the Executive fails to designate a beneficiary as provided above, or if all designated beneficiaries die before the Executive, then the beneficiary shall be the Executive’s estate.

     9. Miscellaneous.

          a. No Rights as Stockholder. The Executive shall not be, nor have any of the rights or privileges of, a stockholder of the Company in respect of any shares relating to the SAR.

          b. Employment with the Company. Any references in this Agreement to employment with or by the Company shall be deemed to include employment with the Company or any parent or subsidiary corporation thereof.

          c. Code Section 409A. This grant is intended to comply with the provisions of Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder (“Section 409A”). Notwithstanding anything to the contrary in this Agreement, if any distribution to the Executive hereunder is subject to the requirements of Section 409A(a)(2)(B)(i) of the Code, then such distribution will be suspended and not made until after the six-month anniversary of the applicable termination date (or, if earlier, upon the date of the Executive’s death). Any distribution that was otherwise distributable during the six-month suspension period referred to in the preceding sentence will be made as soon as administratively practicable following the six-month anniversary of the applicable termination date. The parties agree that other appropriate modifications shall be made to the Agreement as

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necessary for any deferred compensation provided under the Agreement to satisfy the requirements of Sections 409A(a)(2), (3) and (4) of the Code (including current and future guidance issued by the Department of Treasury and/or Internal Revenue Service). To the extent that any provision of this Agreement fails to satisfy those requirements, the provision shall be applied in operation in a manner that, in the good-faith opinion of the Company, brings the provision into compliance with those requirements while preserving as closely as possible the original intent of the provision and the value of the Agreement to the Executive. The Company (including any successor) shall propose subsequent amendments to this Agreement to the Executive if and as necessary to conform the terms of the Agreement to any such operational modifications.

          d. Relationship to Plan and Other Agreements. The SAR subject to this Agreement has been granted under, and is subject to the terms of, the Plan and the related Restricted Stock that may be granted will be subject to the terms of the Plan and an applicable award agreement. The provisions of this Agreement will be interpreted so as to be consistent with the terms of the Plan, and any ambiguities in this Agreement will be interpreted by reference to the Plan. If any provision of this Agreement is in conflict with the terms of the Plan, the terms of the Plan will prevail. To the extent any provision of any other agreement between the Company and the Executive limits, qualifies or is inconsistent with any provision of this Agreement, then for purposes of this Agreement, the provision of this Agreement will control and such provision of such other agreement will be deemed to have been superseded, as if such other agreement had been amended to the extent necessary to accomplish such purpose.

          e. Binding Effect. This Agreement will be binding upon the heirs, executors, administrators and successors of the parties hereto.

          f. Governing Law. This Agreement and all rights and obligations hereunder shall be construed in accordance with the Plan and governed by the laws of the State of Minnesota, without regard to conflicts of laws provisions. Any legal proceeding related to this Award or Agreement will be brought in an appropriate Minnesota court, and the parties hereto consent to the exclusive jurisdiction of the court for this purpose.

          g. Amendment and Waiver. Other than as provided in the Plan, this Agreement may be amended, waived, modified or canceled only by a written instrument executed by the parties hereto or, in the case of a waiver, by the party waiving compliance.

[Signature page follows]

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     The parties hereto have executed this Agreement effective the day and year first written above.

NASH-FINCH COMPANY		EXECUTIVE:
By:		By:
	Alec C. Covington		[     ]
	President and Chief Executive Officer

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EX-99.1

Exhibit 99.1

Nash Finch Completes Acquisition of Three GSC Distribution Centers
Serving Military Commissaries and Exchanges

MINNEAPOLIS (February 02, 2009) — Nash Finch Company (Nasdaq: NAFC), a leading national food distributor, today announced completion of its previously announced acquisition of certain assets from GSC Enterprises, Inc., a food distributor headquartered in Sulphur Springs, Texas. As a result of the transaction, Nash Finch Company will now operate three former GSC distribution centers, located in Pensacola, Fla., Junction City, Kan., and San Antonio, Texas, each of which services military commissaries and exchanges.

“We are pleased to announce the closing of this acquisition and are excited to add these additional facilities to our company and welcome new employees to the Nash Finch family,” said Alec Covington, President and CEO of Nash Finch. “This acquisition extends our commitment to serving the U.S. military and bolsters our ability to serve our existing customers. In addition, it will support our efforts to attract new military customers in the Southern and Midwest regions of the United States by establishing a much broader logistics network.”

“I am also delighted to announce that Edward Brunot, Senior Vice President, Military of Nash Finch will take on an additional role, that of President and Chief Operating Officer of MDV, based in Norfolk, Virginia. In this new role, Mr. Brunot will assume full operating responsibility for the existing MDV operations as well as the newly acquired GSC distribution centers. Mr. Brunot has led MDV since he joined Nash Finch in 2006. Mr. Brunot’s extensive industry experience includes three years at AmeriCold Logistics, where he served as Senior Vice President, Operations. He also served as a Captain in the United States Army and is a graduate of the United States Military Academy, West Point.”

About GSC Enterprises, Inc.

GSC Enterprises, Inc. is one of the largest wholesale convenience store distributors in America, serving more than 4,500 independently-owned convenience stores, supermarkets, wholesale houses, discount centers and other retailers. GSC also has a financial services division located in Sulphur Springs, Texas that provides money orders, in-person bill pay and other financial services throughout twenty seven states. GSC is headquartered in Sulphur Springs, Texas, with its convenience store distribution center also located in Sulphur Springs. The convenience store distribution center of GSC carries over 12,000 items available in case or single packs, including dairy, meat, deli, and a complete line of store supplies.

About Nash Finch Company

Nash Finch Company (“the Company”) is a Fortune 1000 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 Egypt. The Company also owns and operates a base of retail

stores, primarily supermarkets under the, Econofoods®, Family Thrift Center® AVANZA®, Sun Mart®, and Family Fresh Market® trade names. Further information is available on the Company’s website, www.nashfinch.com.

Forward Looking Statements

This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements relate to trends and events that may affect our future financial position and operating results. Any statement contained in this release that is not statements of historical fact may be deemed forward-looking statements. For example, words such as “may,” “will,” “should,” “likely,” “expect,” “anticipate,” “estimate,” “believe,” “intend, “ “potential” or “plan,” or comparable terminology, are intended to identify forward-looking statements. Such statements are based upon current expectations, estimates and assumptions, and entail various risks and uncertainties that could cause actual results to differ materially from those expressed in such forward-looking statements. The Company cannot guarantee that the acquisition will close or that the Company will realize anticipated operational efficiencies following the acquisition. The current state of the credit markets may increase the cost of financing the transaction. Important factors known to us that could cause or contribute to material differences include, but are not limited to the following:

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

• general sensitivity to economic conditions, including volatility in energy prices, food commodities and changes in market interest rates;

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

• possible changes in the military commissary system, including those stemming from the redeployment of forces, congressional action and funding levels;

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

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

• changes in consumer buying and spending patterns;

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

• changes in credit risk from financial accommodations extended to new or existing customers;

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

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

• legal, governmental, legislative or administrative proceedings, disputes, or actions that result in adverse outcomes, such as adverse determinations or developments with respect to the litigation or Securities and Exchange Commission (“SEC”) inquiry discussed in Part I, Item 3 of our Annual Report on Form 10-K for the fiscal year ended December 29, 2007 and Forms 10-Q filed with the SEC;

• technology failures that may have a material adverse effect on our business;

• severe weather and natural disasters that may impact our supply chain;

• changes in health care, pension and wage costs and labor relations issues;

• threats or potential threats to security or food safety; and

• unanticipated problems with product procurement.

A more detailed discussion of many 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

Part I, Item 1A, “Risk Factors,” of our Annual Report on Form 10-K for the fiscal year ended December 29, 2007. You should carefully consider each of these factors and all of the other information in this report. We believe that all forward-looking statements are based upon reasonable assumptions when made. However, we caution that it is impossible to predict actual results or outcomes and that accordingly you should not place undue reliance on these statements. Forward-looking statements speak only as of the date when made and we undertake no obligation to revise or update these statements in light of subsequent events or developments. Actual results and outcomes may differ materially from anticipated results or outcomes discussed in forward-looking statements. You are advised, however, to consult any future disclosures we make on related subjects in future reports to the SEC.

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Contact:
Nash Finch Company
Robert Dimond, 952-844-1060