8-K

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of Earliest Event Reported): March 11, 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, Edina, Minnesota		55435
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

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

Not Applicable
______________________________________________
Former name or former address, if changed since last report

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:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

On March 11, 2008, Nash-Finch Company (the "Company") entered into a Stipulation of Settlement (the "Settlement Agreement") with respect to a putative securities fraud class action filed against the Company and certain of its now former executive officers (together with the Company, the "Defendants"). The Settlement Agreement was filed in the United States District Court for the District of Minnesota (the "Court") on March 11, 2008.

The complaint in this class action (the "Complaint") alleges that the Defendants violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 by making misleading statements regarding, among other things, the integration of the two distribution divisions acquired from Roundy’s Supermarkets, Inc. on March 31, 2005, the performance of the Company’s retail segment and the Company’s financial projections.

The Defendants denied, and continue to deny, in their entirety any and all allegations of fraud or any wrongdoing in the Complaint . Neither the Settlement Agreement nor any of its terms or conditions, nor the Company’s decision to settle the lawsuit, should be construed as an admission or concession of any kind of the merit or truth of any of the allegations of fraud or wrongdoing in the Complaint, or of any fault, liability or wrongdoing whatsoever on the part of any and all of the Defendants. Nonetheless, the Company has concluded that it is desirable to settle the lawsuit to avoid the costs, risks and uncertainty of further litigation and trial, and to avoid the distraction of protracted litigation.

The Settlement Agreement provides for Court certification of a settlement class, a full release of all claims in the Complaint by the lead plaintiff and the settlement class and a dismissal with prejudice of all claims in the Complaint, in consideration for payment of $6.75 million into a settlement fund. Such payment will be funded in full by the Company’s insurance coverage.

The Settlement Agreement is subject to preliminary approval by the Court, notice to the settlement class of the proposed settlement, and final approval by the Court after hearings on the fairness of the settlement to the settlement class. If final approval of the Settlement Agreement is granted, the Court will enter an order certifying the settlement class and dismissing all of the claims in the lawsuit with prejudice. If the Settlement Agreement becomes effective, the settlement fund, less various costs of administration and plaintiffs’ costs and attorneys’ fees, will be distributed to the settlement class members that have filed a valid and approved claim.

On March 11, 2008, the Company issued a press release announcing the settlement of this lawsuit. The press release is furnished herewith as Exhibit 99.1.

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
March 11, 2008	By:	/s/ Kathleen M. Mahoney
		Name: Kathleen M. Mahoney
		Title: Senior Vice President, General Counsel and Secretary

Exhibit Index

Exhibit No.	Description
99.1	Press Release dated March 11, 2008

EX-99.1

Nash Finch Announces Agreement to Settle Class Action Lawsuit

MINNEAPOLIS—(BUSINESS WIRE)—March 11, 2008—Nash Finch Company (Nasdaq: NAFC) a leading national food distributor, today announced that it has signed a Stipulation of Settlement which, if approved by the Court, will fully resolve all of the claims in the putative securities fraud class action pending in the United States District Court for the District of Minnesota. That class action was filed after the Company issued revised earnings guidance on October 20, 2005. The lawsuit challenged, among other things, the public statements the Company made about its acquisition of certain assets from Roundy’s Supermarkets, Inc. The Company denies it engaged in any wrongdoing.

Pursuant to this settlement, which is subject to certain conditions, $6.75 million will be paid into a settlement fund that will be distributed to members of a class of all persons who purchased the Company’s common stock from February 24, 2005, the date the Company announced an agreement to acquire certain assets from Roundy’s Supermarkets, Inc., through and including October 20, 2005, the date the Company announced a downward revision to its earnings guidance for fiscal 2005. The settlement payment will be funded in full by the Company’s insurance coverage. Notice of the settlement must be provided to the class and then it is subject to final approval by the Court.

“We believed, and continue to believe, that this case lacks merit and had planned to defend the litigation vigorously,” said Alec Covington, President and Chief Executive Officer of Nash Finch. “However, after reaching an accommodation that will be fully covered by our directors and officers insurance and is acceptable to our insurance carrier, we have agreed to the settlement so that we can eliminate the distraction and expense of further litigation. We believe that our shareholders are best served with this matter behind us and our attention focused on our business and the implementation of our strategic plan, Operation Fresh Start.”

About Nash Finch
Nash Finch is a Fortune 500 company and one of the leading food distribution companies in the United States. Nash Finch’s core business, food distribution, serves independent retailers and military commissaries in 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(R), Family Thrift Center(R) and Sun Mart(R) trade names. Further information is available on the Company’s website, www.nashfinch.com.

CONTACT: Nash Finch Company

Bob Dimond, 952-844-1060

SOURCE: Nash Finch Company