SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)
NASH FINCH COMPANY
(Name of issuer)
Common Stock, par value $1.66-2/3 per share
(Title of class of securities)
631158102
(CUSIP number)
Paul D. Sobey
Empire Company Limited
115 King Street, Stallarton,
Nova Scotia, Canada
(Name, address and telephone number of person
authorized to receive notices and communications)
December 29, 1994
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement
on Schedule 13G to report the acquisition which is the
subject of this Schedule 13D, and is filing this schedule
because of Rule 13d-1 (b)(3) or (4), check the following box
[ ].
Check the following box if a fee is being paid with the
statement [ ]. (A fee is not required only if the reporting
person: (1) has a previous statement on file reporting
beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership
of five percent or less of such class.) (See Rule 13d-7)
CUSIP No. 631158102
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Empire Company Limited
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC, BK
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Province of Nova Scotia, Canada
7 SOLE VOTING POWER
NUMBER OF 599,851
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 599,851
10 SHARED DISPOSITIVE POWER
- 0 -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
599,851
12 CHECK BOX IF THE AGGREGATE AMOUNT IN BOX (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.52%
14 TYPE OF REPORTING PERSON*
CO
This Amendment No. 9 amends, supplements and
restates as of the date hereof the Schedule 13D (the "13D")
filed on January 22, 1986, as amended by Amendment No. 1
thereto filed on September 19, 1986, Amendment No. 2 thereto
filed on April 3, 1987, Amendment No. 3 thereto filed on
June 17, 1987, Amendment No. 4 thereto filed on August 3,
1987, Amendment No. 5 thereto filed on August 8, 1988,
Amendment No. 6 thereto filed on July 30, 1990, Amendment
No. 7 thereto filed on February 20, 1992 and Amendment No. 8
thereto filed on June 7, 1993 by the undersigned with
respect to the Common Stock, par value $1.66-2/3 per share,
of Nash Finch Company.
Item 1. Security and Issuer
Item 1 of the Schedule 13D is hereby amended and
restated as follows:
This statement relates to the Common Stock (par value
$1.66-2/3 per share) (the "Shares") of Nash Finch Company
(the "Issuer"), a Delaware corporation. The address of the
principal executive offices of the Issuer is 7600 France
Avenue South, Minneapolis, Minnesota 55435.
Item 2. Identity and Background
Item 2 of the 13D is hereby amended and restated
in its entirety as follows:
(a) The name of the person filing this statement
is Empire Company Limited ("Empire" or the "Reporting
Person"), a corporation incorporated under the laws of the
Province of Nova Scotia, Canada.
The voting equity of Empire consists of Class B
Common Shares, of which: (i) David F. Sobey beneficially
owns 3,294,980 shares (18.3% of the class); (ii) Donald R.
Sobey beneficially owns 3,294,980 shares (18.3% of the
class); (iii) the estate of the late William M. Sobey
beneficially owns 2,066,146 shares (13.7% of the class);
(iv) F&I Investments Limited ("F&I"), a corporation
incorporated under the laws of the Province of Nova Scotia,
owns of record 2,066,146 shares (11.2% of the class). F&I
is controlled by David F. Sobey and the Executors of the
estate of the late William M. Sobey. David F. Sobey and
Donald R. Sobey are brothers and are related to the
Executors of the estate of William M. Sobey.
Information as to each executive officer and
director of Empire is set forth in Schedule A, attached
hereto, which Schedule is incorporated herein by reference.
All of the individuals referred to therein are citizens of
Canada.
(b) The address of the principal offices of
Empire is 115 King Street, Stellarton, Nova Scotia.
(c) Empire is a diversified Canadian company
whose operations consist of four main segments: food
distribution, real estate, retail drug store operations and
other investments. The major components included in other
investments are participation in oil and gas exploration and
development, operations in the entertainment and leisure
industries, insurance underwriting in the London market,
ownership of a Canadian federally chartered trust company,
as well as significant investments in a diversified
portfolio of marketable securities. Attached hereto as
Schedule A is the information required with respect to each
of the directors and executive officers of Empire.
(d) None of Empire, or to the best of its
knowledge, any person named in Schedule A, attached hereto,
has been convicted in any criminal proceeding during the
last five years (excluding traffic violations or similar
misdemeanors).
(e) None of Empire, or to the best of its
knowledge, any person named in Schedule A, attached hereto,
has during the last five years, been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any
violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Considerations
Item 3 of the 13D is hereby amended and restated as
follows:
As previously reported, funds for purchases by
Empire were obtained from internally generated working
capital and from lines of credit with the Bank of Nova
Scotia.
Item 4. Purpose of the Transaction
Item 4 of the 13D is amended and restated as
follows:
The Shares purchased by the Reporting Person were
acquired for and are being held by the Reporting Person for
investment. As described in Item 5, the Reporting Person
has disposed of a portion of its acquired Shares in open
market transactions. Although the Reporting Person may,
from time to time, dispose of additional Shares in the open
market or privately negotiated transactions depending upon
the market price of the Shares, money and stock market
conditions, other opportunities available to the Reporting
Person and future developments, the Reporting Person may
(depending upon the same conditions) acquire additional
Shares.
Subject to the foregoing, at the present time, the
Reporting Person has not formulated any plans or proposals
of the type referred to in clauses (a) through (j) of Item 4
of Schedule 13D.
Item 5. Interest in Securities of the Issuer
Item 5 of the 13D is hereby amended and restated
as follows:
(a) Empire owns directly an aggregate of 599,851
Shares (representing 5.52% of the total number of Shares
outstanding at November 18, 1994, according to the Issuer's
Form 10-Q for the Forty Weeks Ended October 8, 1994).
(b) Empire has the sole power to vote or direct
the vote and the sole power to dispose or direct the
disposition of such 599,851 Shares.
(c) Transactions in Shares that were effected
during the past sixty days by Empire are set forth below.
All transactions were effected in the over-the-counter
market.
Sales of Nash Finch Common Stock
Since October 31, 1994
Number Price
Sale Date of Shares Per Share
December 15, 1994 6,500 $16.00
December 22, 1994 5,000 $16.00
December 29, 1994 27,100 $16.00
December 30, 1994 10,000 $16.25
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the
Issuers
Item 6 of the 13D is hereby amended and restated
as follows:
There are no contracts, arrangements
understandings or relationships (legal or otherwise) among
Empire and any other person with respect to any securities
of the Issuer, including, but not limited to, transfer of
voting of any of the securities, finder's fees, joint
ventures, loan or option arrangements, puts or calls,
guarantees of profits, division of profit or loss, or the
giving or holding of proxies.
Item 7. Material to be Filed as Exhibits
Exhibit A. Joint Reporting Agreement dated January 22,
1986 among Empire and the former other
reporting persons.
Exhibit B. Copy of Power of Attorney dated January 22,
1986 executed by Empire.
Exhibit C. Line of credit to Empire from The Bank of
Nova Scotia dated November 15, 1985.
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set
forth in this statement is true, complete and correct.
Dated this 9th day of January, 1995.
EMPIRE COMPANY LIMITED
/s/ James W. Gogan
By: James W. Gogan
Title: President
SCHEDULE A
Executive Officers and Directors
of
Empire
The names of the Directors and names and titles of
the Executive Officers of Empire and their business
addresses and present principal occupations are set forth
below. If no address is given, the Director's or officer's
business address is that of Empire. Unless otherwise
indicated, each occupation set forth opposite an
individual's name refers to Empire and each individual is a
citizen of Canada.
Name and Business Address Present Principal
Occupation
John C. Clark Chairman and Chief
Suite 5110 Executive Officer
40 King Street West Tuckahoe Financial
Toronto, Ontario Corporation
Sir Graham Day Counsel, Stewart McKelvey
P.O. Box 31 Sterling Sales
Hansport, Nova Scotia
Robert P. Dexter Partner, Stewart McKelvey
Purdy's Wharf Tower One Sterling Sales
Halifax, Nova Scotia
Peter Godsoe* Deputy Chairman of the Board,
44 King Street West President and Chief Executive
Toronto, Ontario Officer of The Bank of
Nova Scotia
James W. Gogan* President
John N. Hagen Executive Vice President
H. Gordon MacNeill* Chairman of the Board
P.O. Box 43 Jannock Limited (Brick
Toronto Dominion Centre Producer)
Toronto, Ontario
Elisabeth Parr-Johnston* President and Vice Chancellor
166 Bedford Highway Mount Saint Vincent University
Halifax, Nova Scotia
J. William Ritchie* Resident Director, Midland
1809 Barrington Street Walwyn Capital Inc.
Halifax, Nova Scotia
J. William Sinclair* Forestry Technician,
Green Hill Department of Lands and Forests
Pictou County, Nova Scotia Province of Nova Scotia
Douglas B. Stewart President, Sobeys, Inc.
David F. Sobey* Treasurer. Chairman and
Chief Executive Officer of
Sobeys Inc.
Donald R. Sobey* Chairman
Frank C. Sobey Vice Chairman
Atlantic Shopping
Centers Limited
John R. Sobey * President, Retail
Operations of
Sobeys, Inc.
Paul D. Sobey* Vice President and Secretary
Chester D. Thompson Comptroller
_________________________
* Director of Empire.
EXHIBIT A
JOINT REPORTING AGREEMENT
In consideration of the mutual covenants herein
contained, each of the parties hereto represents to and agrees
with the other parties as follows:
1. Such party is eligible to file a statement on
Schedule 13D pertaining to the Common Stock, par value $1.66-
2/3 per share, of Nash Finch Company, to which this agreement
is an exhibit, for the filing of the information contained
therein.
2. Such party is responsible for timely filing of
such statement and any amendments thereto, and for the
completeness and accuracy of the information concerning such
party contained therein; provided that no such party is
responsible for the completeness or accuracy of the information
concerning the other parties making the filing, unless such
party knows or has reason to believe that such information is
inaccurate.
3. Such party agrees that such statement is filed by
and on behalf of each such party and that any amendment thereto
will be filed on behalf of each such party.
This agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original
instrument, but all of such counterparts together shall
constitute but one agreement.
Dated: January 22, 1986
EMPIRE COMPANY LIMITED
By /s/ Donald R. Sobey
Title:
SOBEY LEASED PROPERTIES LIMITED
By /s/ James W. Gogan
Title:
SOBEY STORES LIMITED
By /s/ David S. Sobey
Title:
SUMAC CORPORATION LIMITED
By /s/ Donald R. Sobey
Title:
PAULJAN LIMITED
By /s/ Paul D. Sobey
Title:
DONALD R. SOBEY INVESTMENTS
LIMITED
By /s/ Donald R. Sobey
Title:
EXHIBIT B
POWER OF ATTORNEY
THE UNDERSIGNED hereby appoints each of Donald
R. Sobey, James W. Gogan and Paul D. Sobey acting jointly
or individually with full power of substitution in the
premises as the attorney in fact of the undersigned to
prepare, execute and file with the Securities and
Exchange Commission on behalf of the undersigned
amendments to the Statement on Schedule 13D relating to
the stock of Nash Finch Company which any of the above
named attorneys in fact shall, in his sole discretion,
deem appropriate and hereby confirms any and all action
taken by any of such attorneys pursuant to this Power of
Attorney.
EMPIRE COMPANY LIMITED
By /s/ James W. Gogan
By /s/ Paul D. Sobey
Dated: January 22, 1986
EXHIBIT C
SCOTIABANK
THE BANK OF NOVA SCOTIA
Foord Street, P.O. Box 1080
Stellarton, N.S. 80K 150
November 5, 1985
Mr. J.W. Gogan, President
Empire Company Limited
115 King Street
Stellarton, N.S.
Dear Mr. Gogan:
We are pleased to confirm that, subject to
acceptance by you, The Bank of Nova Scotia (the "Bank")
will make credit available on the terms set out below:
BORROWER Empire Company Limited
SUMMARY
OF CREDIT $16,000,000 - Operating
CURRENCY
OPTIONS Canadian and/or United States (U.S.)
Dollars, at the Borrower's option
AVAILMENT
OPTIONS To be availed of by direct advanced
in Canadian and/or U.S. Dollars,
and/or Bankers' Acceptances in
Canadian Dollars, at the Borrower's
option
INTEREST RATES Interest on the outstanding principal
Canadian Dollars amount and interest
on overdue interest compounded
monthly will be payable as well after
as before demand for payment and/or
judgment at the Bank's Prime lending
rate from time to time.
Interest on the outstanding principal
U.S. Dollars amount and interest on
overdue interest compounded monthly
will be payable as well after as
before demand for payment and /or
judgment:
i) at the Bank's U.S. Dollar Base
Rate in Canada (BRCAN) from time
to time;
OR
ii) at 1/2% per annum over the Bank's
1, 2, 3, 6 or 12 month (at the
option of the Borrowed) London
InterBank Eurodollar Offer
(LIBO) Rate adjusted every 1, 2,
3, 6 or 12 months as the case
may be thereafter ("Interest
Adjustment Date") to a rate
which is 1/2% per annum above the
Bank's 1, 2, 3, 6 or 12 month
(at the option of the Borrower)
LIBO Rate, and so on from time
to time; provided that the
Borrower shall exercise the
option at least two (2) business
days prior to each Interest
Adjustment Date and the rate set
shall not be for a period which
expires after the date on which
the credit terminates.
CALCULATION
AND PAYMENT
OF INTEREST Interest will be payable on the
22nd day of each month as
calculated on each such day on
the basis of:
Canadian - a calendar year for
the actual number of days
elapsed when loans are drawn in
Canadian funds;
and
United States - on the basis of
a 360 day year for the actual
number of days elapsed, the said
rate based on a 360 day year is
equivalent to a rate based on a
calendar year of 365 days of
365/360 times the said rate when
loans are drawn in United States
funds based upon the Bank's U.S.
Dollar Base Rate in Canada and,
when based on the London
Interbank Eurodollar Offer Rate,
interest will be payable on
Interest Adjustment Date but not
less frequently than quarterly.
ACCEPTANCE
FEE An Acceptance Fee will be
payable on the amount of each
Banker's Acceptance at the time
of acceptance of each draft
calculated on the basis of a
calendar year for the actual
number of days elapsed from and
including the date of acceptance
to the due date of the draft at
a rate equal to the Corporate
Bankers' Acceptance Fee of the
Bank at the time of acceptance
(presently 1/2% per annum) with a
minimum fee of $100 per
transaction.
TERMS OF
BANKERS'
ACCEPTANCES 30 - 180 days without grace
ADVANCES The Borrower agrees:
Canadian Dollars - that advances
will be made to the Borrower
(subject to the security as
outlined) at this Branch on
receipt of a Promissory Note for
the amount of the advance;
Indirect - to enter into a
Bankers' Acceptance Agreement in
form and substance satisfactory
to the Bank;
U.S. Dollars (BRCAN) - that
advances will be made to the
Borrower in same day funds on
any business day (subject to the
security as outlined) at this
Branch on receipt of a
Promissory Note for the amount
of the advance. A "business
day" is a day on which banks are
open for business in Toronto,
Ontario and Stellarton, Nova
Scotia.
U.S. Dollars (LIBOR) - that
advances will be made to the
Borrower (subject to the
security as outlined) in same
day funds upon prior notice of
two (2) business days on receipt
of a Promissory Note for the
amount of the advance. A
"business day" is a day on which
banks are open for business in
London, England; New York,
U.S.A.; Toronto, Ontario and
Stellarton, Nova Scotia.
REPAYMENT The loans are to revolve from
cash flow.
NOTICE OF
PAYMENTS &
DRAWINGS The Borrower is to use its best
efforts to provide the Bank with
advance notice for individual
large transactions of $5,000,000
or over, such as:
when drawing down a demand
loan;
- when repaying a demand loan;
- when switching from Bankers'
Acceptances to demand loans;
- when repaying a demand loan
and borrowing by Bankers'
Acceptances.
SECURITY The following security,
evidenced by documents in form
satisfactory to the Bank, is to
be provided:
- Hypothecation of good quality
stocks and bonds listed on a
recognized stock exchange and
having a minimum value of
$5.00 per share (market value
at September 18, 1985 - Cdn.
Dollars $13,571,938,
- Hypothecation of $137,600
shares of Halifax
Developments Ltd. (market
value as at September 18,
1985 $791,200);
- Hypothecation of sundry
private unlisted shares,
estimated value $382,603.
HELD IN
SAFEKEEPING - 55,714 shares of the Toronto-
Dominion Bank, market value
$1,351,065, in negotiable
form as evidence of good
faith only.
AFFIRMATIVE
COVENANT Good Quality Readily Realisable
Security, Schedule A Bank stocks
held in safekeeping and 137,600
shares of Halifax Developments
Ltd. to provide full cover for
Operating loans at all times.
RESERVE CLAUSE If any applicable law is
interpreted by any Court or Gov-
(U.S. Loans ernmental Agency charged with
only) the interpretation thereof or is
changed and the effect of such
interpretation or change is to
cause any reserve or special
requirement against deposits in
or other liabilities of, or
loans by or other assets of the
Bank to be imposed, modified or
deemed applicable and the result
is to increase the cost to the
Bank of making or maintaining
any advance hereunder, the
Borrower is to pay to the Bank
on demand additional amounts to
compensate the Bank for such
increased cost, but the Borrower
is to have the right to prepay
without fee the outstanding
principal balance on any
Interest Adjustment Date up to
the amount on which the interest
rate is to be adjusted on such
date.
REPORTING
REQUIREMENTS The Borrower will provide the
Bank with:
- annual audited consolidated
Financial Statements, to be
submitted within 120 days of
the April 30, 1986 fiscal
year-end;
- quarterly published Profit &
Loss Statements, to be
submitted within 60 days of
each period-end.
PERIODIC
REVIEW The continuation of this credit
is subject to periodic review
and to no material adverse
change occurring in the
financial position of the
Borrower.
If the above terms and conditions are
acceptable to you, we would appreciate your signing and
returning to us the enclosed copy of this letter by the
close of business on November 20, 1985, after which date
this offer will lapse.
Yours very truly,
/s/ A.F. Ryan
A. F. Ryan
Manager
Accepted by:
EMPIRE COMPANY LIMITED
/s/ James W. Gogan
(Name)
President
(Title)
November 12, 1985
(Date)
