-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ga3JgSjAXVsBGRot2N0uUfH7kMoydDYxh2ccRTtnMkN+6W5x7Cv8CCHjJ+WbUunj OqmRIoxeUwrtoOT3bR1JKw== 0001104659-04-015035.txt : 20040519 0001104659-04-015035.hdr.sgml : 20040519 20040519080350 ACCESSION NUMBER: 0001104659-04-015035 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040519 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20040519 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NASH FINCH CO CENTRAL INDEX KEY: 0000069671 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-GROCERIES & RELATED PRODUCTS [5140] IRS NUMBER: 410431960 STATE OF INCORPORATION: DE FISCAL YEAR END: 0102 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-00785 FILM NUMBER: 04817383 BUSINESS ADDRESS: STREET 1: 7600 FRANCE AVE STREET 2: PO BOX 355 CITY: SOUTH MINNEAPOLIS STATE: MN ZIP: 55435-0355 BUSINESS PHONE: 6128320534 FORMER COMPANY: FORMER CONFORMED NAME: NASH CO DATE OF NAME CHANGE: 19710617 8-K 1 a04-6306_18k.htm 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): May 19, 2004

 

 

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, Edina, Minnesota

 

55435

(Address of principal executive offices)

 

(Zip Code)

 

 

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

 

 

Item 7.

Financial Statements and Exhibits

 

 

 

 

(c)

 Exhibits:  The following exhibit is furnished as part of this report:

 

 

 

 

Exhibit No.

 

Description

 

 

 

 

99.1

 Press release of Nash Finch Company dated May 19, 2004

 

 

 

Item 9.

Regulation FD Disclosure

 

                On May 19, 2004, Nash Finch Company (“Nash Finch”) issued a press release announcing that it will exit its Buy•n•Save and Avanza retail formats, and will also close ten conventional retail outlets, primarily operating under the EconoFoods banner.  Nash Finch indicated that it plans to close its five Buy•n•Save outlets and three Avanza outlets located in Chicago and Pueblo, Colorado, and that it intends to seek purchasers for its three Denver area Avanza stores.  The press release announcing these developments is furnished herewith as Exhibit 99.1.

 

2

 

SIGNATURES

 

Pursuant to the requirement 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: May 19, 2004

By:

/s/ Robert B. Dimond

 

 

Name:

Robert B. Dimond

 

 

Title:

Executive Vice President and

 

 

 

Chief Financial Officer

 

3

 

NASH FINCH COMPANY

EXHIBIT INDEX TO CURRENT REPORT ON FORM 8-K

DATED MAY 19, 2004

 

 

Exhibit No.

 

Description

 

Method of Filing

 

 

 

 

 

99.1

 

Press release of Nash Finch Company dated May 19, 2004

 

Furnished herewith

 

4

 EX-99.1 2 a04-6306_1ex99d1.htm EX-99.1

Exhibit 99.1

 

NEWS
RELEASE

 

NASH FINCH ANNOUNCES STORE CLOSINGS

 

Company Closing Underperforming Units

 

 

MINNEAPOLIS (May 19, 2004) — Nash Finch Company (Nasdaq: NAFC), a leading national food retailer and distributor, today announced that it will exit its Buy•n•Save® and Avanza® retail formats, closing its five Buy•n•Save outlets, and three Avanza outlets located in Chicago and Pueblo, Colorado.  At this time, the Company intends to seek purchasers for its three Denver area Avanza stores.  It will also close ten conventional outlets, primarily operating under the EconoFoods® banner.  The 21 stores involved represent approximately 15% of the Company’s annualized retail sales, and approximately 3% of its total annualized sales.  The Company expects that the store closures will be completed by the end of its second fiscal quarter.

 

Although the decision to close stores was difficult, the Company has determined that prospects for improvement at these locations and formats within an acceptable time frame are not sufficient to justify continued investment.  Exiting these underperforming assets is consistent with the Company’s commitment to continue to lower operating costs, improve its balance sheet, and focus investment and attention on core areas of its business that offer a better return to shareholders.

 

As a result of the closures, the Company expects to realize an annualized improvement to pre-tax earnings of approximately $16 million.  The annualized improvement to Consolidated EBITDA(1), net of future lease-related payments, is expected to be approximately $6 million.  The Company also expects to incur pre-tax charges in the second quarter 2004 totaling approximately $42 million, the vast majority of which represents asset impairment charges and provisions for future lease costs.  Cash generated by the sale of inventory and other assets is expected to exceed the cash outflows associated with the closures.  The stores involved in these actions are served by

 

(1) The estimated improvement in Consolidated EBITDA, a financial measure upon which the most significant covenants in the Company’s bank credit facility are based, is a non-GAAP financial measure.  The most directly comparable GAAP financial measure is the $16 million estimated improvement in pre-tax earnings.  The reconciliation of these financial measures is as follows (dollars in millions):

 

Estimated annualized pre-tax earnings improvement:

 

$16.0

 

Estimated annualized reduction in depreciation expense:

 

(4.5

)

Estimated annualized net future lease payments:

 

(5.5

)

Estimated annualized Consolidated EBITDA improvement:

 

$6.0

 

 

 

 

four of the Company’s 15 distribution centers, and do not represent a material portion of the volume or profit of any of those distribution centers.

 

The locations affected by this announcement are:

 

1.               EconoFoods, 2601 South Louise Avenue, Sioux Falls SD

2.               EconoFoods, 101 Iowa Avenue West, Marshalltown IA

3.               EconoFoods, 1411 Flammang Drive, Waterloo IA

4.               EconoFoods, 3470 55th Street NW, Rochester MN

5.               EconoFoods, 1200 16th Street SW, Rochester MN

6.               EconoFoods, 801 West Town Line Road, Creston IA

7.               EconoFoods, 2915 McClain Drive, Cedar Falls IA

8.               EconoFoods, 300 Gilbert, Charles City IA

9.               EconoFoods, 1800 51st Street NE, Cedar Rapids IA

10.         Sun Mart®, 1510 East 20th Street, Scottsbluff NE

11.         Buy•n•Save, 822 South Broadway, Albert Lea MN

12.         Buy•n•Save, 20 Signal Hills Road, West St. Paul MN

13.         Buy•n•Save, 7632 Brooklyn Blvd., Brooklyn Park MN

14.         Buy•n•Save, 4152 Lakeland Avenue North, Robbinsdale MN

15.         Buy•n•Save, 1700 Rice Street, Maplewood MN

16.         Avanza, 2551 West Cermak, Chicago IL

17.         Avanza, 5220 South Pulaski, Chicago IL

18.         Avanza, 1153 South Prairie Avenue, Pueblo CO

19.         Avanza, 5801 W. 44th Avenue, Denver CO

20.         Avanza, 1320 South Federal Blvd., Denver CO

21.         Avanza, 7305 Pecos Street, Denver CO

Nash Finch Company is a Fortune 500 company and one of the leading food retail and distribution companies in the United States with nearly $4 billion in fiscal year 2003 annual revenues.  Nash Finch owns and operates retail stores primarily in the Upper Midwest, and its food distribution business serves independent retailers and military commissaries in 27 states, the District of Columbia, Europe, Cuba, Puerto Rico, and Iceland.  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 execute the restructuring actions described in this release; 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; 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.

 

CONTACT:

Nash Finch Company, Minneapolis

 

John Bousquet

 

Phone: 952-857-4187

 

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