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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________________________
FORM 8-K/A
AMENDMENT NO. 2 TO
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest
event reported): FEBRUARY 14, 1995
_____________________________
NASH-FINCH COMPANY
(Exact name of Registrant as specified in its charter)
DELAWARE 0-785 41-0431960
(State of Incorporation) (Commission file (I.R.S. Employer
number) Identification No.)
7600 FRANCE AVENUE SOUTH
P.O. BOX 355
MINNEAPOLIS, MINNESOTA 55440-0355
(Address of principal (Zip Code)
executive offices)
Registrant's telephone number, including area code: (612) 832-0534
_____________________________
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS
(a) Previous Independent Accountants
(i) On February 14, 1995, the Board of Directors of Nash-Finch Company
(the "Registrant") decided to change independent accountants for the
fiscal year beginning January 1, 1995 and thereby dismissed KPMG
Peat Marwick LLP ("KPMG"), such dismissal to become effective upon
completion of the audit for the fiscal year ended December 31, 1994.
(ii) The reports of KPMG on the Registrant's financial statements for the
past two fiscal years contained no adverse opinion or disclaimer of
opinion and were not qualified or modified as to uncertainty, audit
scope or accounting principle.
(iii) The Registrant's Audit Committee participated in and recommended to
the Board of Directors of the Registrant the decision to change
independent accountants.
(iv) In connection with its audits for the two most recent fiscal years
and through the date hereof, there have been no disagreements with
KPMG on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of KPMG, would
have caused them to make reference thereto in their report on the
financial statements for such years.
(v) In the opinion of the management of the Registrant, during the two
most recent fiscal years and through the date hereof, there have
been no reportable events (as defined in Regulation S-K Item
304(a)(1)(v)). At a meeting of the Audit Committee of the Board of
Directors held on February 10, 1995, the Audit Committee informed
representatives of KPMG that the Audit Committee would recommend
that the full Board of Directors take action to change the
Registrant's independent auditors. The decision of the Audit
Committee and of the full Board of Directors to change the
Registrant's independent auditors was not based upon any
disagreement with KPMG. Following the February 10, 1995 Audit
Committee meeting, one of the representatives of KPMG that
participated in the meeting sent a letter to the Chairman of the
Audit Committee stating his view that the Audit Committee should
reconsider its decision to change accounting firms in light of
changes affecting the Registrant's industry generally, the recent
acceleration of a planned succession at the CEO level due to the
accidental death of the Company's CEO in late 1994, internal
consideration given to the development of a CFO function, unresolved
litigation matters, and the continuing internal review and
refinement of the Company's credit policies. KPMG subsequently
advised the Registrant that each of these items had been resolved to
KPMG's satisfaction, and that KPMG's letter of February 10, 1995
could be construed as a reportable event within the meaning of
paragraph (a)(1)(v) of Item 304 of Regulation S-K. The Registrant
does not agree that the decision of the Registrant to change
independent auditors or KPMG's communication of February 10, 1995
requesting the Audit Committee to reconsider its decision could be
construed as a reportable event within the meaning of paragraph
(a)(1)(v) of Item 304 of Regulation S-K.
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(vi) The Registrant has requested that KPMG furnish it with a letter
addressed to the Securities and Exchange Commission (the "SEC")
stating whether or not it agrees with the above statements. The
Registrant delivered a copy of this Amendment No. 2 to the
Registrant's Report on Form 8-K to KPMG on March 17, 1995. Attached
hereto as Exhibit 16.2 is a copy of the letter of KPMG to the SEC
dated March 21, 1995.
(b) New Independent Accountants
(i) The Board of Directors of the Registrant has approved the engagement
of Ernst & Young LLP as its new independent accountants for the
fiscal year ending December 30, 1995. During the two most recent
fiscal years and through February 14, 1995, the Registrant has not
consulted with Ernst & Young LLP on items which concerned the
subject matter of a disagreement or reportable event with the former
auditor (as described in Regulation S-K Item 304(a)(2)).
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) EXHIBITS
16.2 Letter from KPMG Peat Marwick LLP to the SEC dated March 21,
1995 and delivered to the Registrant on March 21, 1995.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Amendment No. 2 on Form 8-K/A to be signed on
its behalf by the undersigned hereunto duly authorized.
NASH-FINCH COMPANY
/S/ Norman R. Soland
----------------------
Norman R. Soland, Esq.
Vice President, Secretary
and General Counsel
Dated: March 21, 1995
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INDEX TO EXHIBITS
EXHIBIT PAGE
16.2 Letter from KPMG Peat Marwick LLP to the SEC dated March 21, 1995
and delivered to the Registrant on March 21, 1995. . . . . . . . .
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EXHIBIT 16.2
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March 21, 1995
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen:
We were previously principal accountants for Nash-Finch Company and, under the
date of March 3, 1995, we reported on the consolidated financial statements of
Nash-Finch Company and subsidiaries as of and for the years ended December 31,
1994 and 1993, which financial statements have not yet been incorporated in the
Annual Report on Form 10-K to be filed by the Company. We have been informed
that upon completion of our audit, which will include reading the Annual Report
on Form 10-K for the year ended December 31, 1994, our appointment as principal
accountants will be terminated. We have read Nash-Finch Company's statements
included under Item 4(a) of its Amendment No. 2 to Form 8-K/A dated March 21,
1995, and we agree with such statements, except that we are not in a position to
agree or disagree with Nash-Finch Company's statements that the change was
approved by the board of directors in Item 4(a)(iii).
Very truly yours,
/s/ KPMG Peat Marwick LLP
