Filed by Nash-Finch Company
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Nash-Finch Company
Commission File No.: 0-785

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The following email was sent to all employees on July 22, 2013:

Dear Colleagues:

Just moments ago, we announced that Nash Finch has agreed to combine with Spartan Stores to create one of the leading grocery wholesale and retail operators in the U.S.  A copy of the press release is attached for your reference.

This is an exciting combination – bringing together two highly complementary companies with industry leading distribution services as well as strong retail stores and private brands – which will provide significant benefits for our independent retail customers, military commissaries and exchanges, retail consumers and many of our employees.  As a combined company we will have the enhanced ability to leverage our size and geographic reach to help drive growth and better compete in the evolving grocery industry.

For those of you who are not familiar with Spartan Stores, based in Grand Rapids, MI, they are the nation’s ninth largest grocery distributor, and the largest wholesaler in the state of Michigan.  In addition to distributing a wide variety of products to approximately 390 independent grocery locations in Michigan, Indiana and Ohio, Spartan Stores owns and operates 102 stores in Michigan, including Family Fare Supermarkets, Glen's Markets, D&W Fresh Markets, VG's Food and Pharmacy and Valu Land, and offers a selection of private brands, including its flagship Spartan® brand.  Importantly, Nash Finch and Spartan Stores share a common culture and passion for integrity, teamwork, innovation and dedication to the customers we serve.

Following the completion of the transaction, the combined company will retain a presence in Minneapolis and Grand Rapids and will include members of each company’s experienced management teams and employee bases. Dennis Eidson, President and CEO of Spartan Stores, will serve as President and CEO of the combined company, and I will remain with the organization in an advisory role to help ensure a smooth transition. Nash Finch’s military business will continue to be based in Norfolk, Virginia, and Ed Brunot, who serves as President of the business, will continue to lead MDV in the combined organization.  The combined company’s commitment to serving our nation’s military heroes and their families, at home and abroad, will remain steadfast. We will also maintain a comprehensive portfolio of strong private brands including Our Family® and Nash Brothers Trading Company®.

As in many transactions like this, there will be some overlap between our two companies, and while it is simply too early to discuss any specifics, we are committed to keeping you updated as the integration work moves forward. Today’s news is just the first step of the process. Until closing, which we expect to take place by the end of calendar year 2013, Nash Finch and Spartan Stores will continue to operate as independent entities, and for us, it is business as usual.  It is important that we continue to do everything to ensure that our customers remain our number one priority.

I’m sure many of you will have questions over the coming days and weeks, and while I may not be able to answer all of them right now, I will do my best to keep you informed as we move through the process. We will also be hosting an all associate call at 9:30 a.m. CT to discuss this transaction and address any questions you may have. To access this call please dial (888) 600-4866 and enter passcode 434264 (if outside the U.S. dial (913) 312-6699, and use the same passcode).

Today’s announcement represents a significant opportunity for our company – an opportunity that would not be possible without all of your hard work. While there’s still much to be done before the transaction is completed, I know I can count on you to maintain focus and continue to deliver on our commitments to our customers.  

As always, thank you for your hard work and dedication.

Forward-Looking Statements

This communication contains “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. These include statements regarding the effects of the proposed merger and statements preceded by, followed by or that otherwise include the words “expects,” “believes,” or “estimates,” “vision,” or similar expressions; that the combined company is “positioned,” for a result; that an event or trend "will" occur; or that a circumstance represents an “opportunity.” Forward looking statements relating to expectations about future results or events are based upon information available to Spartan Stores and Nash Finch as of today’s date, and are not guarantees of the future performance of Spartan Stores, Nash Finch or the combined company, and actual results may vary materially from the results and expectations discussed. Although Spartan Stores and Nash Finch have signed an agreement, there is no assurance that they will complete the proposed merger. The merger agreement will terminate if the companies do not receive the necessary approval of Spartan Stores’ shareholders or Nash Finch’s stockholders and government approvals, or if any conditions to closing are not satisfied. Additional risks and uncertainties related to the proposed merger include, but are not limited to, the successful integration of Spartan Stores’ and Nash Finch’s business and the combined company’s ability to compete in the highly competitive grocery distribution and retail grocery industry. The adoption of a dividend policy does not commit the board of directors to declare future dividends. Each future dividend of Spartan Stores, Nash Finch, and the combined company will be considered and declared by the respective board of directors at its discretion. The ability of Spartan Stores, Nash Finch, and the combined company to continue to declare dividends will depend on a number of factors, including future financial condition, profitability and compliance with the terms of applicable credit facilities. Additional information concerning these and other risks is contained in Spartan Stores’ and Nash Finch’s most recently filed Annual Reports on Form 10-K, subsequent Quarterly Reports on Form 10-Q, recent Current Reports on Form 8-K and other SEC filings. All subsequent written and oral forward-looking statements concerning Spartan Stores, Nash Finch, the proposed merger or other matters and attributable to Spartan Stores or Nash Finch or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above. Neither Spartan Stores nor Nash Finch undertake any obligation to publicly update any of these forward-looking statements to reflect events or circumstances that may arise after the date hereof.

Important Information for Investors

Communications in this communication do not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval.  The issuance of Spartan Stores common stock in connection with the proposed merger will be submitted to the Spartan Stores’ shareholders for their consideration, and the proposed merger will be submitted to Nash Finch’s stockholders for their consideration.  Spartan Stores will file with the Securities and Exchange Commission (“SEC”) a registration statement on Form S-4 that will include a joint proxy statement to be used by Spartan Stores and Nash Finch to solicit the required approval of their respective shareholders in connection with the proposed merger and will constitute a prospectus of Spartan Stores. Spartan Stores and Nash Finch may also file other documents with the SEC concerning the proposed merger.  INVESTORS AND SECURITY HOLDERS OF SPARTAN STORES AND NASH FINCH ARE URGED TO READ THE JOINT PROXY STATEMENT AND PROSPECTUS REGARDING THE PROPOSED MERGER AND OTHER RELEVANT DOCUMENTS THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER.  Investors and security holders may obtain a free copy of the joint proxy statement and prospectus and other documents containing important information about Spartan Stores and Nash Finch, once such documents are filed with the SEC, through the website maintained by the SEC at www.sec.gov. Copies of the documents filed with the SEC by Spartan Stores will be available free of charge on Spartan Stores’ website at www.spartanstores.com under the tab “Investor Relations” or by contacting Jeanne Norcross, Vice President Corporate Affairs, (616) 878-2830. Copies of documents filed with the SEC by Nash Finch will be available free of charge on Nash Finch’s website at www.nashfinch.com under the tab “Investors” or by contacting Kathleen Mahoney, Executive Vice President, General Counsel and Secretary, (952) 844-1262.

Participants in the Transaction

Spartan Stores, Nash Finch and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of Spartan Stores and stockholders of Nash Finch in connection with the proposed transaction.  Information about the directors and executive officers of Spartan Stores is set forth in its proxy statement for its 2013 annual meeting of shareholders, which was filed with the SEC on June 14, 2013.  Information about the directors and executive officers of Nash Finch is set forth in its proxy statement for its 2013 annual meeting of stockholders, which was filed with the SEC on March 11, 2013.  These documents can be obtained free of charge from the sources indicated above. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement and prospectus and other relevant materials to be filed with the SEC when they become available.