8-K/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

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 31, 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))

Explanatory Note

This Amendment No. 1 on Form 8-K/A amends and supplements the Current Report on Form 8-K filed by Nash-Finch Company (Nash Finch) on April 6, 2005 in connection with the acquisition described in Item 2.01 below that was completed on March 31, 2005.  This Amendment No. 1 is being filed to include the financial information required by Item 9.01.

Item 2.01    Completion of Acquisition or Disposition of Assets.

In this report, the terms “the Business” and “Lima, Ohio and Westville, Indiana Wholesale Distribution Divisions and the Van Wert, Ohio and Ironton, Ohio Retail Stores of Roundy’s Supermarkets, Inc.”  each refer to the wholesale food and non-food distribution business conducted by Roundy’s Supermarkets, Inc. (formerly known as Roundy’s, Inc.) (“Roundy’s”) and certain of its subsidiaries out of two distribution centers located in Lima, Ohio and Westville, Indiana, the retail grocery business con ducted by Roundy’s and one of its subsidiaries from stores in Ironton, Ohio and Van Wert, Ohio, and Roundy’s general merchandise and health and beauty care products distribution business involving the customers of the two purchased distribution centers.  As previously reported, Nash Finch announced on March 31, 2005 that it completed the purchase of substantially all of the assets of the Business, and assumed certain trade payables and accrued expenses associated with the assets acquired.

The aggregate purchase price paid was $225.7 million in cash, and is subject to customary adjustment based upon changes in the net assets of the Business acquired through the closing date.

Item 9.01    Financial Statements and Exhibits.

(a)Financial statements of businesses acquired.

The following audited combined financial statements of the Business are filed with this Report as Exhibit 99.1:

•Report of Independent Registered Public Accounting Firm

•Combined Balance Sheets as of January 1, 2005 and January 3, 2004

•Combined Statements of Income and Changes in Parent Company Investment for the fiscal years ended January 1, 2005 and January 3, 2004

•Combined Statements of Cash Flows for the fiscal years ended January 1, 2005 and January 3, 2004

•Notes to Combined Financial Statements

(b)Pro forma financial information.

The following unaudited pro forma combined financial statements of Nash Finch and the Business are filed with this Report as Exhibit 99.2:

•Introduction to Pro Forma Combined Financial Information

•Pro Forma Combined Balance Sheet as of January 1, 2005

•Pro Forma Combined Statement of Income for the fiscal year ended January 1, 2005

•Notes to Pro Forma Combined Financial Statements

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(c)Exhibits.

Exhibit No.	Description
23.1	Consent of Independent Registered Public Accounting Firm
99.1	Combined Financial Statements, Lima, Ohio and Westville, Indiana Wholesale Distribution Divisions and the Van Wert, Ohio and Ironton, Ohio Retail Stores of Roundy’s Supermarkets, Inc., Years Ended January 1, 2005 and January 3, 2004
99.2	Nash-Finch Company Unaudited Pro Forma Combined Financial Statements as of January 1, 2005 and for the fiscal year ended January 1, 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: June 16, 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 AMENDMENT NO. 1 ON FORM 8-K/A

DATED JUNE 16, 2005

Exhibit No.	Description	Method of Filing
23.1	Consent of Independent Registered Public Accounting Firm	Filed herewith electronically
99.1	Combined Financial Statements, Lima, Ohio and Westville, Indiana Wholesale Distribution Divisions and the Van Wert, Ohio and Ironton, Ohio Retail Stores of Roundy’s Supermarkets, Inc., Years Ended January 1, 2005 and January 3, 2004	Filed herewith electronically
99.2	Nash-Finch Company Unaudited Pro Forma Combined Financial Statements as of January 1, 2005 and for the fiscal year ended January 1, 2005	Filed herewith electronically

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EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We  consent to the incorporation by reference in Registration Statement Form S-8 Nos. 333-51508, 33-64313, 333-51512, 333-27563, 333-63756, 333-81441, 333-63754, 333-110098, 333-51506, 333-115849, 333-121755, 333-121754 and 333-124863 of Nash-Finch Company of our report dated June 3, 2005 with respect to the combined financial statements of the Lima, Ohio and Westville, Indiana wholesale distribution divisions and the Van Wert, Ohio and Ironton, Ohio retail stores of Roundy’s Supermarkets, Inc. as of January 1, 2005 and January 3, 2004, and for the fiscal years  then  ended appearing in this Current Report on Form 8-K/A, dated March 31, 2005, of Nash-Finch Company.

	/s/ Ernst & Young LLP
Milwaukee, Wisconsin
June 14, 2005

EX-99.1

Exhibit 99.1

Lima, Ohio and Westville, Indiana Wholesale Distribution Divisions

and the Van Wert, Ohio and Ironton, Ohio Retail Stores of Roundy’s
Supermarkets, Inc.

Combined Financial Statements

Years Ended January 1, 2005 and January 3, 2004

Contents

Combined Financial Statements

Report of Independent Registered Public Accounting Firm

The Directors of Roundy’s Supermarkets, Inc. and
Nash Finch Company

We have audited the accompanying combined balance sheets of the Lima, Ohio and Westville, Indiana wholesale distribution divisions and the Van Wert, Ohio and Ironton, Ohio retail stores (collectively, “the Business”) of Roundy’s Supermarkets, Inc. (“the Company”) as of January 1, 2005 and January 3, 2004, and the related combined statements of income and changes in parent company investment and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Business’ internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Business’ internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the combined financial position of the Business at January 1, 2005 and January 3, 2004, and the combined results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States.

Milwaukee, Wisconsin	/s/ Ernst & Young LLP
June 3, 2005

Lima, Ohio and Westville, Indiana Wholesale Distribution Divisions

and the Van Wert, Ohio and Ironton, Ohio Retail Stores of Roundy’s

Supermarkets, Inc.

Combined Balance Sheets

	January 1,		January 3,
	2005		2004
Assets
Current assets:
Cash	$	3,869,297	$	4,752,148
Notes and accounts receivable, less allowance for losses of $736,000 and $876,600, respectively	26,011,973		26,482,831
Merchandise Inventories	49,638,647		48,272,705
Prepaid expenses	269,506		283,771
Total current assets	79,789,423		79,791,455
Property and equipment, net	34,198,125		35,840,328
Other assets:
Notes receivable	1,312,021		2,140,816
Supply contracts, net of accumulated amortization of $4,735,319 and $2,872,243, respectively	5,123,459		6,986,535
Goodwill	33,878,669		33,878,669
Total other assets	40,314,149		43,006,020
Total assets	$	154,301,697	$	158,637,803
Liabilities and parent company investment
Current liabilities:
Accounts payable	$	34,596,390	$	30,135,532
Accrued expenses	7,222,103		8,847,762
Total current liabilities	41,818,493		38,983,294
Total parent company investment	112,483,204		119,654,509
Total liabilities and parent company investment	$	154,301,697	$	158,637,803

See accompanying notes.

Lima, Ohio and Westville, Indiana Wholesale Distribution Divisions

and the Van Wert, Ohio and Ironton, Ohio Retail Stores of Roundy’s

Supermarkets, Inc.

Combined Statements of Income and Changes in Parent Company Investment

	Years Ended
	January 1,			January 3,
	2005			2004
Revenues
Net sales and service fees	$	956,210,909		$	934,311,766
Other - net	102,569			205,969
	956,313,478			934,517,735
Cost and expenses
Cost of sales	868,708,019			844,786,995
Operating and administrative	63,925,945			65,321,612
Depreciation and amortization	4,416,727			4,399,560
Interest	3,861,222			5,170,650
Income before income taxes	15,401,565			14,838,918
Provision for income taxes	5,790,988			5,579,433
Net income	9,610,577			9,259,485
Net payments to parent company	(16,781,882		)	(20,345,518		)
Parent company investment at beginning of year	119,654,509			130,740,542
Parent company investment at end of year	$	112,483,204		$	119,654,509

See accompanying notes.

Lima, Ohio and Westville, Indiana Wholesale Distribution Divisions

and the Van Wert, Ohio and Ironton, Ohio Retail Stores of Roundy’s

Supermarkets, Inc.

Combined Statements of Cash Flows

	Years Ended
	January 1,			January 3,
	2005			2004
Operating activities:
Net income	$	9,610,577		$	9,259,485
Adjustments to reconcile net income to net cash flows provided by operating activities:
Depreciation and amortization	4,416,727			4,399,560
Loss (gain) on sale of property and equipment	68,985			(2,461		)
Changes in operating assets and liabilities:
Notes and accounts receivable	1,299,653			730,961
Merchandise inventories	(1,365,942		)	8,648,928
Prepaid expenses	14,265			(234,591		)
Accounts payable	4,460,858			(783,302		)
Accrued expenses	(1,625,659		)	67,310
Net cash flows provided by operating activities	16,879,464			22,085,890
Investing activities:
Capital expenditures	(1,579,390		)	(2,646,878		)
Proceeds from sale of property and equipment	598,957			24,689
Net cash flows used in investing activities	(980,433		)	(2,622,189		)
Financing activities:
Net payments to parent company	(16,781,882		)	(20,345,518		)
Net cash flows used in financing activities	(16,781,882		)	(20,345,518		)
Net decrease in cash	(882,851		)	(881,817		)
Cash at beginning of period	4,752,148			5,633,965
Cash at end of period	$	3,869,297		$	4,752,148
Supplemental cash flow information
Cash paid during the year for:
Interest	$	3,861,222		$	5,170,650
Income Taxes	5,790,988			5,579,433

See accompanying notes.

Lima, Ohio and Westville, Indiana Wholesale Distribution Divisions and the Van

Wert, Ohio and Ironton, Ohio Retail Stores of Roundy’s Supermarkets, Inc.

Notes to Combined Financial Statements

Years Ended January 1, 2005 and January 3, 2004

1.Business Description and Summary of Significant Accounting Policies

Business Description

The accompanying combined financial statements present, on a historical cost basis, the combined assets, liabilities, revenues and expenses related to the Lima, Ohio and Westville, Indiana wholesale distribution divisions and the Van Wert, Ohio and Ironton, Ohio retail stores (collectively, “the Business”) of Roundy’s Supermarkets, Inc. (“Roundy’s” or “the Company”).

The Business sells and distributes food and nonfood products that are typically found in supermarkets primarily located in the Midwest. The two retail grocery stores are operated under the Pick ‘n Save banner and sell directly to the consumer. The Company’s wholesale operations sell and distribute a broad range of food and non-food products to the two retail stores, other licensed Pick ‘n Save locations, and independent food retailers located principally in the Midwest.

Basis of Presentation

These financial statements include amounts that have been derived from the financial statements and accounting records of Roundy’s using the historical results of operations and historical cost basis of the assets and liabilities of the Business.

The accompanying combined balance sheets do not include certain Roundy’s assets or liabilities that are not specifically identifiable to the Business. See Note 6 for further description.

The combined statements of income and changes in parent company investment include all revenues and costs attributable to the Business including a charge or allocation of the costs for Roundy’s provided support services and Roundy’s corporate costs. See Note 6 for further discussion of charges and allocations relating to the Business’ transactions with Roundy’s.

All of the allocations and estimates in the combined statements of income and changes in parent company investment are based on assumptions that management believes are reasonable under the circumstances. However, these allocations and estimates are not necessarily indicative of the costs that would have resulted if the Business had been operated on a stand-alone basis. Because a direct ownership relationship does not exist among all the various entities comprising the Business, Roundy’s net investment in the Business is shown in lieu of stockholders’ equity in the Business’ financial statements.

The accompanying combined financial statements are presented on the basis of accounting principles generally accepted in the United States. All significant intercompany accounts and transactions have been eliminated.

Fiscal Year

The Business’ fiscal year is the 52 or 53 week period ending on the Saturday nearest to December 31. The year ended January 1, 2005 (Fiscal 2004) included 52 weeks and the year ended January 3, 2004 (Fiscal 2003) included 53 weeks.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Changes in facts and circumstances may result in revised estimates and actual results could differ from those estimates.

Revenue Recognition

Retail revenues are recognized at the point of sale. Wholesale revenues are recognized when product is shipped.

Discounts and Promotional Allowances

Purchases of product at discounted pricing are recorded in inventory at the discounted price until sold. Volume and other program allowances are accrued as a receivable when it is reasonably assured they will be earned and reduce the cost of the related inventory for product on hand or cost of sales for product already sold. Vendor monies received for new product slotting are initially deferred and recognized as a reduction of cost of sales after completion of an estimated new product slotting cycle of approximately nine months, at which time the Business has fully performed its obligation. Vendor allowances received to fund advertising and certain other expenses are recorded as a reduction of the Business’ expense or expenditure for such related advertising or other expense if such vendor allowances reimburse the Business for specific, identifiable and incremental costs incurred by the Business in selling the vendor’s product. Any excess reimbursement over the Business’ cost is classified as a reduction of cost of sales.

Costs and Expenses

Cost of sales includes product costs and inbound freight, but excludes depreciation. Operating and administrative expenses consist primarily of personnel costs, sales and marketing expenses, warehousing and distribution costs, the internal costs of purchasing, receiving and inspecting products for resale, expenses associated with the Business’ facilities, internal management expenses, business development expenses, and expenses for finance, legal, human resources and other administrative departments. The Business classifies shipping and handling costs as an operating and administrative expense which totaled $19,734,426 and $18,802,429 for Fiscal 2004 and Fiscal 2003, respectively.

Advertising Expenses

The Business expenses advertising costs as incurred. Advertising expenses totaled $373,653 and $433,046 for Fiscal 2004 and Fiscal 2003, respectively.

Income Taxes

The Business is included in the federal and state tax returns of Roundy’s parent, Roundy’s Acquisition Corp. The provision for federal and state income tax included in these financial statements is computed as if the Company filed separate tax returns. All current and deferred income tax assets and liabilities are included in the parent company investment on the accompanying combined balance sheets.

Fair Value of Financial Instruments

The Business’ financial instruments consist primarily of cash, accounts receivable, accounts payable and accrued liabilities. The carrying amounts for these accounts approximate their fair values.

Notes and Accounts Receivable

The Business advances/loans amounts to certain independent retailers it serves to be used primarily for store expansion or improvements. Advances/loans to independent retailers are primarily collateralized by the retailer’s inventory, equipment and personal assets. Advances are non-interest bearing and are forgiven on an agreed to schedule while the Business supplies the independent retailer. Remaining advances are fully reimbursable if the supply contract is terminated. Loans bear interest from zero to 10% with terms of up to 10 years. Included in current notes and accounts receivable are advances/loans due within one year totaling $1,018,561 and $944,914 at January 1, 2005 and January 3, 2004, respectively.

The Business is exposed to credit risk with respect to notes and accounts receivable. Management continually monitors its receivables with customers by reviewing, among other things, credit terms, collateral and guarantees and evaluates the collectibility of accounts receivable based on a combination of factors, namely aging and historical trends. An allowance for doubtful accounts is recorded based on the customer’s ability and likelihood to pay based on management’s review of the facts.

Merchandise Inventories

Merchandise inventories are recorded at the lower of cost or market. Cost is calculated on a first-in-first-out basis.

Property and Equipment

Property and equipment is stated at cost and is depreciated using the straight-line method for financial reporting purposes and by use of accelerated methods for income tax purposes. Depreciation and amortization of property and equipment are expensed over their estimated useful lives, which are generally 39 years for buildings, and three to ten years for equipment. Leasehold improvements are amortized over the lesser of the useful life of the asset or the term of the lease.

Long Lived Assets

Management annually considers whether indicators of impairment of long-lived assets held for use are present and determines, if such indicators are present, whether the sum of the estimated undiscounted future cash flow attributed to such assets is less than their carrying amounts. Management evaluated the ongoing value of its property and equipment and other long-lived assets on January 1, 2005 and January 3, 2004 and concluded there were no significant indicators of impairment.

Supply Contracts

Supply contracts are being amortized over the life of the related contracts of approximately five years. Amortization expense for each of Fiscal 2004 and 2003 was $1,863,076. Amortization is expected to be approximately $1,863,076, $1,863,076 and $1,397,307 in Fiscal 2005, 2006, and 2007, respectively.

Leases

Management assesses leases as either operating leases or capital leases at the inception of each lease. Operating leases with increasing rate rents are accounted for in accordance with Financial Accounting Standards Board Technical Bulletin 85-3 and the lease expense is recognized on a straight-line basis over the term of the lease.

Goodwill

Goodwill represents the excess of cost allocated to the Business over the fair value of net assets of businesses acquired. In June 2001, the Financial Accounting Standards Board (FASB) issued SFAS No. 142, “Goodwill and Other Intangible Assets,” which was adopted by Roundy’s on December 30, 2001. Pursuant to SFAS No. 142, the carrying value of goodwill is evaluated for impairment on an annual basis. Management completed the annual impairment review for 2004 and 2003 as of June 30, of each year and concluded there was no impairment of goodwill.

Parent Company Investment

The parent company investment included in the balance sheet reflects Roundy’s net investment in the Business and accumulated earnings of the Business. The operations of the Business participate in Roundy’s centralized cash management programs. As cash is disbursed and received by Roundy’s, it is accounted for through the parent company investment.

These financial statements include direct charges for certain Roundy’s provided services and allocations of general corporate expenses and services provided by Roundy’s, which are discussed in Note 6 to these financial statements.

Concentrations of Risk

Certain of the Business’s employees are covered by collective bargaining agreements. The Business currently participates in three union contracts covering approximately 71% of its employees.

2.Property and Equipment

Property and equipment consisted of the following:

	January 1,		January 3,
	2005		2004
Land	$	1,798,819	$	1,818,709
Buildings	31,256,588		31,243,353
Equipment	8,705,032		7,866,205
Leasehold improvements	26,998		24,388
Less accumulated depreciation	7,589,312		5,112,327
Property and equipment, net	$	34,198,125	$	35,840,328

Depreciation expense for property and equipment was $2,553,651 and $2,536,484 for Fiscal 2004 and Fiscal 2003, respectively.

3.Employee Benefit Plans

Substantially all non-union employees of the Business are covered by a defined benefit pension plan of Roundy’s. Benefits are based on years of service and the employee’s highest compensation during five of the most recent ten years of employment. Expenses related to Business employees of this plan totaled $1,267,111 and $1,476,652 for Fiscal 2004 and Fiscal 2003, respectively, reflected in operating and administrative expenses in the combined statements of income and changes in parent company investment.

The Business also participates in a multi-employer plan which provides defined benefits to employees under collective bargaining agreements. Amounts charged to pension expense for this plan were $1,570,832 and $1,387,342 for Fiscal 2004 and Fiscal 2003, respectively, reflected in operating and administrative expenses in the combined statements of income and changes in parent company investment.

The Business has defined contribution plans covering substantially all salaried and hourly employees not covered by collective bargaining agreements. Total expense related to Business employees of the plans totaled $303,486 and $309,197 for Fiscal 2004 and Fiscal 2003, respectively, reflected in operating and administrative expenses in the combined statements of income and changes in parent company investment.

4.Income Taxes

The provision for income taxes consisted of the following:

	Years Ended
	January 1, 2005		January 3, 2004
Federal	$	5,113,319	$	4,926,521
State	677,669		652,912
Total income tax provision	$	5,790,988	$	5,579,433

Federal income tax at the statutory rate of 35% for Fiscal 2004 and Fiscal 2003 and income tax expense as reported are reconciled as follows:

	Years Ended
	January 1,			January 3,
	2005			2004
Federal income tax at statutory rate	$	5,390,548		$	5,193,621
State income taxes, net of federal tax benefits	440,485			424,393
Other-net	(40,045		)	(38,581		)
	$	5,790,988		$	5,579,433

5.Lease Obligations and Contingent Liabilities

The Business leases a warehouse facility and two retail stores under operating leases. Rent expense for these leases for Fiscal 2004 and 2003 was $1,054,403 and $1,133,852, respectively. The leases obligate the Business to pay real estate taxes, insurance and maintenance costs and contain multiple renewal options, exercisable at management’s option, that range from one additional one-year period to four additional five-year periods. In addition, contingent rentals may be paid under the retail store leases on the basis of the store’s sales in excess of stipulated amounts.

Future minimum rental payments under non-cancelable long-term leases are as follows at January 1, 2005:

2005	$		998,463
2006	610,623
2007	610,623
2008	610,623
2009	610,623
Thereafter	530,123
Total	$	3,971,078

The Business is involved in various claims and litigation arising in the normal course of business. In the opinion of management, the ultimate resolution of these actions will not materially affect the combined financial position, results of operations or cash flows of the Business.

The assets of the Business also serve as collateral for Roundy’s bank credit agreement.

6.Transactions With Roundy’s

For purposes of preparing these combined financial statements, Roundy’s has made certain allocations of its expenses to the Business. Management believes the assumptions underlying such allocations are reasonable. However, the combined financial statements included herein may not necessarily reflect the Business’ results of operations, financial position and cash flows in the future or what its results of operations, financial position and cash flows would have been had the Business been a stand-alone company during the periods presented.

The operations of the Business participate in Roundy’s centralized cash management programs. Cash receipts are transferred to centralized accounts maintained by Roundy’s which also coordinates all cash disbursements. As cash is disbursed and received by Roundy’s, it is accounted for through the parent company investment. Cash reflected on the combined balance sheet relates to the Business’ local depository accounts. The overall level of cash required by the Business’ operations may be greater than the amounts reflected in the financial statements.

A summary of significant expenses allocated from Roundy’s is shown below:

	Years Ended
	January 1, 2005		January 3, 2004
General corporate support services	$	4,236,097	$	4,905,551
Employee benefits	4,745,811		4,312,005
Interest	3,861,222		5,170,650
Transportation services	19,734,426		18,802,429
	$	32,577,556	$	33,190,635

The Company provides general corporate support services to the Business including financial, legal, treasury, information technology system support and human resources. The costs for providing these services have been charged based upon actual usage or allocated based upon the financial results of the Business in comparison to the Company and are included in operating and administrative expenses in the combined statements of income and changes in parent company investment.

The Company also allocates employee benefit expenses to the Business. The Company administers programs in which the Business participates, including medical and other insurance. Costs for these services and programs are billed to the Business based on headcounts and related payroll. These expenses are included in operating and administrative expenses in the combined statements of income and changes in parent company investment.

The Business participates in the Company’s centralized cash management programs. Accordingly, the financial statements of the Business exclude any specific debt allocated by Roundy’s, but the Business has been allocated an interest charge. The interest allocation was calculated based upon net intercompany borrowings and Roundy’s average cost of capital.

The Company also maintains a corporate transportation subsidiary, certain assets of which are used by the Business. The costs of utilizing these assets have been allocated based upon actual usage and are included in operating and administrative expenses in the combined statements of income and changes in parent company investment.

Management believes that the methods of determining these costs are reasonable and that the costs allocated approximate those that would have been incurred on a stand-alone basis.

7.Sale of the Business

On February 24, 2005, Roundy’s signed a definitive agreement to sell the Business to Nash Finch Company for $225,715,316 in cash, subject to certain post-closing adjustments. On March 31, 2005, Nash Finch Company consummated the acquisition of the Business and acquired the majority of the operating assets (including merchandise inventories, notes and accounts receivable, land, buildings and equipment) and assumed the majority of the operating liabilities (including accounts payable and certain accrued expenses).

EX-99.2

Exhibit 99.2

Nash-Finch Company

Unaudited Pro Forma Combined Financial Statements as of January 1, 2005 and for the fiscal year ended January 1, 2005

Introduction to Pro Forma Combined Financial Statements

The following unaudited pro forma combined financial statements are based on the historical financial statements of Nash-Finch Company (“Nash Finch”) and of the Lima, Ohio and Westville, Indiana Wholesale Distribution Divisions and the Van Wert, Ohio and Ironton, Ohio Retail Stores of Roundy’s Supermarkets, Inc. (“the Business”)  after giving effect to the acquisition by Nash Finch of substantially all of the assets of the Business, certain financing transactions described below, and the assumptions and adjustments described in the accompanying notes to the unaudited pro forma combined financial statements. On March 31, 2005, Nash Finch completed the purchase from Roundy’s of substantially all of the assets relating to the Business.  The cash purchase price for the transaction was $225.7 million, subject to adjustment based upon changes in the net assets of the Business acquired through the closing date.  A final determination of the allocation of the purchase price to the assets acquired and liabilities assumed based on their respective fair values is expected during the third quarter of fiscal 2005.  Nash Finch financed the acquisition by using cash on hand, borrowings under its senior secured credit facility, and proceeds from the private placement of senior subordinated convertible notes due 2035, the borrowings and sale of notes referred to as the “financing transactions.”

The unaudited pro forma combined financial statements should be read in conjunction with the audited historical financial statements of Nash Finch found in its Annual Report on Form 10-K for the fiscal year ended January 1, 2005, and the audited combined financial statements of the Business found in Item 9.01(a) and Exhibit 99.1 of this Current Report on Form 8-K/A.

The unaudited pro forma combined balance sheet as of January 1, 2005 combines the audited consolidated balance sheet of Nash Finch as of January 1, 2005 and the audited combined balance sheet of the Business as of the same date, with pro forma adjustments as if the acquisition and the financing transactions had occurred on January 1, 2005.  The unaudited combined statement of income for the year ended January 1, 2005 combines the audited consolidated statement of operations of Nash Finch for the fiscal year ended January 1, 2005 with the audited combined statement of income of the Business for the fiscal year ended January 1, 2005, with pro forma adjustments as if the acquisition and financing transactions had occurred on January 4, 2004.

The unaudited pro forma combined financial statements presented are for informational purposes only and do not purport to represent what Nash Finch’s financial position or results of operations would have been as of the date or for the period presented had the acquisition and the financing transactions in fact occurred on such date or at the beginning of the period indicated, or to project Nash Finch’s financial position or results of operations for any future date or period.  The unaudited pro forma financial statements do not reflect any operating efficiencies and cost savings that Nash Finch may achieve in combining the Business with Nash Finch’s operations

nor do they include the effect of any repayments of the borrowings under the senior secured credit facility that have already occurred or that are planned. For purposes of preparing Nash Finch’s consolidated financial statements subsequent to the acquisition, Nash Finch will establish a new basis for the assets and liabilities of the Business based upon the fair values thereof and Nash Finch’s purchase price, including the costs of the acquisition.  A final determination of the allocation of the purchase price to the assets acquired and liabilities assumed based on their respective fair values has not yet been completed.  Accordingly, the purchase accounting adjustments made in connection with the development of the unaudited pro forma combined financial statements are preliminary and have been made solely for purposes of developing such unaudited pro forma combined financial statements.  Nash Finch will perform an evaluation to determine the fair value of the assets and liabilities of the Business and will make appropriate purchase accounting adjustments upon completion of that evaluation.   In addition, the net tangible assets of the Business that Nash Finch acquired as of March 31, 2005 differed from the net tangible assets presented in the unaudited combined pro forma balance sheet as of January 1, 2005. As a result of these factors, the actual financial position and results of operations will differ, perhaps significantly, from the pro forma amounts reflected herein.

NASH FINCH COMPANY

Pro Forma Combined Balance Sheet

As of January 1, 2005

(in thousands)

				Pro Forma			Pro Forma
	Nash Finch		The Business	Adjustments			Combined
Assets
Current assets:
Cash and cash equivalents	$	5,029	3,869	(8,898	)	(a)	—
Accounts and notes receivable, net	157,397		26,012	—			183,409
Inventories	213,343		49,639	—			262,982
Prepaid expenses	15,524		269	—			15,793
Deferred tax assets	9,294		—	—			9,294
Total current assets	400,587		79,789	(8,898	)		471,478
Investments in marketable securities	1,661		—	—			1,661
Notes receivable, net	26,554		1,312	—			27,866
Net property, plant and equipment	213,669		34,198	24,810		(b)	272,677
Deferred tax asset, net	2,560		—	—			2,560
Goodwill	147,435		33,879	60,029		(c)	241,343
Other assets	23,162		5,123	34,362		(d)	62,647
Total assets	$	815,628	154,301	110,303			1,080,232
Liabilities and Stockholders’ Equity
Current liabilities:
Outstanding checks	$	11,344	—	599		(e)	11,943
Current maturities of long-term debt and capitalized lease obligations	5,440		—	—			5,440
Accounts payable	180,359		34,596	—			214,955
Accrued expenses	72,200		7,222	2,100		(f)	81,522
Income taxes payable	10,819		—	—			10,819
Total current liabilities	280,162		41,818	2,699			324,679
Long-term debt	199,243		—	220,087		(g)(h)	419,330
Capitalized lease obligations	40,360		—	—			40,360
Other liabilities	21,935		—	—			21,935
Stockholders’ equity	273,928		112,483	(112,483	)	(i)	273,928
Total liabilities and stockholders’ equity	$	815,628	154,301	110,303			1,080,232

See accompanying notes to unaudited pro forma combined financial statements

NASH FINCH COMPANY

Pro Forma Combined Statement of Income

Year Ended January 1, 2005

(in thousands, except per share amounts)

	Nash Finch		The Business	Pro Forma Adjustments			Pro Forma Combined
Sales	$	3,897,074	956,313	—			4,853,387
Cost and expenses:
Cost of sales	3,474,329		868,708	16,618		(j)	4,359,655
Selling, general and administrative	295,524		63,926	(21,001	)	(k)	338,449
Special charges	34,779		—	—			34,779
Extinguishment of debt	7,204		—	—			7,204
Depreciation and amortization	40,241		4,417	5,428		(l)	50,086
Interest expense, net	25,798		3,861	6,183		(m)	35,842
Total cost and expense	3,877,875		940,912	7,228			4,826,015
Earnings from continuing operations before tax	19,199		15,401	(7,228	)		27,372
Income tax expense	4,322		5,790	(3,136	)	(n)	6,976
Earnings from continuing operations	14,877		9,611	(4,092	)		20,396
Discontinued operations:
Gain on disposition	91		—	—			91
Tax expense	36		—	—			36
Net earnings from discontinued operations	55		—	—			55
Net earnings/(loss)	$	14,932	9,611	(4,092	)		20,451
Basic earnings per common share:
Net earnings/(loss)	$	1.20	—	—			1.64
Weighted average common shares outstanding	12,450		—	—			12,450
Diluted earnings per common share:
Net earnings	$	1.18	—	—			1.62
Weighted average common shares outstanding	12,657		—	—			12,657
Dividends declared per common share	$	.54	—	—			.54

See accompanying notes to unaudited pro forma combined financial statements

Nash Finch Company

Notes to Pro Forma Combined Financial Statements

(Unaudited)

Note 1 – Basis of Presentation

On March 31, 2005, Nash Finch completed the purchase of substantially all of the assets of the Business, which refers to the Lima, Ohio and Westville, Indiana Wholesale Distribution Divisions and the Van Wert, Ohio and Ironton, Ohio Retail Stores of Roundy’s Supermarkets, Inc. Nash Finch also assumed certain trade payables and accrued expenses associated with the assets being acquired, but did not assume any indebtedness in connection with the acquisition. Nash Finch financed the acquisition by using cash on hand, borrowings under its senior secured credit facility, and proceeds from the private placement of senior subordinated convertible notes due 2035, the borrowings and the sale of notes referred to as the “financing transactions.”

The unaudited pro forma combined balance sheet as of January 1, 2005 combines the audited consolidated balance sheet of Nash Finch as of January 1, 2005 and the audited combined balance sheet of the Business as of the same date, with pro forma adjustments as if the acquisition and the financing transactions occurred on January 1, 2005.

The unaudited pro forma combined statement of income for the fiscal year ended January 1, 2005 combines the audited consolidated statement of income of Nash Finch for the fiscal year ended January 1, 2005 with the audited combined statement of income and changes in parent company investment of the Business for the fiscal year ended January 1, 2005, with pro forma adjustments as if the acquisition and financing transactions occurred on January 4, 2004.

In determining the estimated fair value of acquired tangible and intangible assets for purposes of this pro forma financial information, Nash Finch has utilized generally accepted valuation techniques, coupled with available historical information and future assumptions. The results of that assessment are preliminary and subject to adjustment. Nash Finch has engaged a third party valuation specialist to perform a valuation. Such valuation will include an evaluation of the propriety of data utilized in the valuation models as well as the reasonableness of the resultant fair values and depreciation and amortization periods. Upon completion of the third party valuation, which is currently in progress, the estimated fair values, related depreciation and amortization periods, and depreciation and amortization charges are subject to change.

The accompanying unaudited pro forma combined financial statements have been prepared for illustrative purposes only and do not purport to represent what Nash Finch’s financial position or results of operation would have been as of the date or for the period presented had the acquisition and the financing transactions in fact occurred on such date or at the beginning of the period indicated, or to project Nash Finch’s financial position or results of operation for any future date or period.

Note 2 – Purchase Price Allocation

Under business combination accounting, the total purchase price will be allocated to the net tangible assets and identifiable intangible assets of the Business based on their estimated fair values as of March 31, 2005. The excess of the purchase price over the net tangible assets and identifiable intangible assets will be recorded as goodwill. Based upon a preliminary valuation as of January 1, 2005, the total preliminary purchase price was allocated as follows (in thousands):

Total Current Assets	$	75,920
Net Fixed Assets	59,008
Goodwill	93,908
Intangibles	34,600
Other assets	6,198
Liabilities	(43,919		)
Total preliminary purchase price allocation	$	225,715

The foregoing allocation of the purchase price is preliminary and is based on information that was available to management at the time the unaudited combined financial statements were prepared. Accordingly, the allocation will change and the impact of such changes on goodwill could be material.

Note 3 – Unaudited Pro Forma Adjustments to Combined Financial Statements

(a)Eliminates (i) cash of the Business that was not  acquired by Nash Finch under the terms of  the asset purchase agreement with Roundy’s and (ii) cash on hand utilized by Nash Finch to effect the acquisition as follows (in thousands):

Adjust out cash not purchased (as of January 1, 2005)	$	3,869
Available cash used in the acquisition (as of January 1, 2005)	5,029
Cash subtracted from the pro forma	$	8,898

(b)Adjustment includes (i) the difference between the preliminary fair value estimate of the Business’ property, plant and equipment and its historical book value, and (ii) the preliminary fair value of tractors and trailers that were acquired by Nash Finch under the terms of the asset purchase agreement with Roundy’s but which were not included in the combined balance sheet of the Business, as follows (in thousands):

Tractors and trailers acquired	$	9,052
Step up in value of fixed assets	15,758
Pro forma adjustment to value of fixed assets	$	24,810

(c)  Determination of pro forma goodwill adjustments as of January 1, 2005 (in thousands):

Pro forma goodwill (as of January 1, 2005)	$	93,908
Less Business’ historical goodwill	33,879
Pro forma adjustment to goodwill (as of January 1, 2005)	$	60,029

(d)Represents (i) the difference between the preliminary fair value estimate of the Business’ identified intangible assets (supply contracts and relationships) and their historical book value, and (ii) deferred financing costs (primarily the discount extended to the initial purchasers of the senior subordinated convertible notes and the expenses of the offering of the notes) incurred by Nash Finch in connection with the financing transactions (see item (m)), as follows (in thousands):

Deferred financing costs	$	4,886
Step up in value of supply contracts and relationships	29,476
Pro forma adjustment to other assets	$	34,362

The following table summarizes, based upon Nash Finch’s preliminary assessment, the identified intangible asset categories and average amortization periods (in thousands):

	Amortization Period	Fair Value
Finite-life intangibles assets
Supply contracts and relationships	20 years	$	34,600
Deferred financing costs	8 years	4,886
Indefinite-life intangible assets
Goodwill		93,908
Total pro forma intangibles assets		$	133,394

(e)Represents additional cash of $0.6 million required for the acquisition transaction. Such cash was on hand on the March 31, 2005 closing date of the acquisition, but not on hand as of January 1, 2005, the date of the pro forma combined balance sheet.

(f)Consists of $2.1 million in estimated professional service and other external acquisition costs.

(g)Aggregate issue price of senior subordinated convertible notes due 2035, proceeds of which were used to finance the acquisition (see item (m)).

(h)Borrowings under Nash Finch’s senior secured credit facility used to finance the acquisition (see item (m)).

(i) Elimination of Roundy’s investment in the Business.

(j)Reflects the reclassification of $16.6 million in shipping and handling costs of the Business from selling, general and administrative expense to cost of goods sold in order to conform to the classifications used by Nash Finch.

(k)Represents the following adjustments to selling, general and administrative expense (in thousands):

Reclassification of certain selling, general and administrative expense (see item(j))	$	16,618
Elimination of depreciation expense included in shipping and handling charges allocated to the Business by Roundy’s	3,116
Elimination of pension expense allocated to the Business by Roundy’s for a pension plan not assumed by Nash Finch	1,267
Pro forma adjustment to selling, general and administrative expense	$	21,001

(l)The adjustment of $5.4 million represents a net increase in depreciation expense of $3.3 million due to the increased value of fixed assets (see item (b)) and a net increase in amortization expense of $2.1 million based on an increased value of supply contracts and relationships (see item (d)).  Property and equipment is depreciated over the remaining useful life of the asset, or when applicable, the term of the lease, whichever is shorter.   Intangible assets are amortized over useful lives of up to 20 years.  In accordance with SFAS No. 142, “Goodwill and Other Intangible Assets,” the unaudited pro forma combined statements of operations do not include goodwill amortization.

(m) Additional interest expense resulting from the following financing transactions related to the purchase of the Business (in thousands):

Borrowings under senior secured credit facility	$		3,430
Senior subordinated convertibles notes due 2035	5,253
Commitment fee for bridge facility	750
Deferred financing cost amortization	611
Additional pro forma interest expense	$	10,044
Eliminate interest allocated by Roundy’s to the Business	(3,861			)
Total net pro forma adjustment for interest expense	$	6,183

The acquisition was financed primarily through the issuance by Nash Finch of $150.1 million in aggregate issue price (or $322 million in principal amount due at maturity) of senior subordinated convertible notes due 2035, and $70 million in borrowings under Nash Finch’s senior secured credit facility.  The notes were issued in a Rule 144A private placement on March 15, 2005.

Cash interest at the rate of 3.5% per year is payable semi-annually on the issue price of the notes until March 15, 2013.  Borrowings to finance the acquisition under the senior se cured credit facility bear interest at the Eurodollar rate plus a margin spread that is dependent on Nash Finch’s total leverage ratio.  Eurodollar rate borrowings to finance the acquisition have to date had effective interest rates ranging between 4.5% and 4.9 % per year.  For purposes of the pro forma adjustments to interest expense, an annual interest rate of 4.9% has been utilized.

(n)Represents the net adjustment to calculate the pro forma tax expense of Nash Finch. The pro forma tax effect of the adjustments made to the Business was calculated based on t he

Business effective rate at January 1, 2005. The tax expense of the subsequent pro forma adjustments was calculated at the effective income tax rate of Nash Finch Company.

Note 4 – Unaudited Pro Forma Combined Earnings Per Common Share

Pro forma combined basic and diluted earnings per common share is computed by dividing (i) pro forma combined net earnings by (ii) basic and diluted shares outstanding, respectively,  as of January 1, 2005.

The issuance of senior subordinated convertible notes to finance the acquisition did not have a dilutive effect on pro forma combined earnings per share since the market price of Nash Finch common stock at January 1, 2005 was below the conversion price of the notes.