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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FINAL AMENDMENT
TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO
SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
SUPER FOOD SERVICES, INC.
(Name of Subject Company)
NFC ACQUISITION CORPORATION
NASH-FINCH COMPANY
(Bidders)
COMMON SHARES, PAR VALUE $1.00 PER SHARE
(Title of Class of Securities)
867884 10 8
(CUSIP Number of Class of Securities)
NORMAN R. SOLAND, ESQ.
NASH-FINCH COMPANY
7600 FRANCE AVENUE SOUTH
EDINA, MINNESOTA 55435
(612) 844-1153
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidders)
with copies to:
MARK A. KIMBALL, ESQ.
OPPENHEIMER WOLFF & DONNELLY
3400 PLAZA VII BUILDING
45 SOUTH SEVENTH STREET
MINNEAPOLIS, MINNESOTA 55402
(612) 344-9272
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CUSIP NO. 867884 10 8
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1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above
Persons: NFC ACQUISITION CORPORATION
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2) Check the Appropriate Box if a member of a Group*
/ / (a)
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/ / (b)
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3) SEC Use Only
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4) Sources of Funds BK, AF
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5) / / Check if Disclosure of Legal Proceedings is Required Pursuant to Item
2(e) or 2(f).
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6) Citizenship or Place of Organization DELAWARE
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7) Aggregate Amount Beneficially Owned by Each Reporting Person 577,491*
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8) / / Check if the Aggregate Amount in Row 7 Excludes Certain Shares
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9) Percent of Class Represented by Amount in Row 7 APPROXIMATELY 5.2%*
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10) Type of Reporting Person CO
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*Nash-Finch Company ("Parent") and NFC Acquisition Corporation ("Purchaser") and
certain of the officers and directors of Super Food Services, Inc. (the
"Company"), including Jack Twyman, the Chairman and Chief Executive Officer, who
are stockholders of the Company (the "Tendering Stockholders") have entered into
a Stockholder Agreement, dated as of October 8, 1996 (the "Stockholder
Agreement"), pursuant to which, upon the terms and conditions set forth therein,
the Tendering Stockholders agreed to tender (and not withdraw, subject to
certain exceptions) pursuant to the Offer to Purchase dated October 9, 1996 (the
"Offer to Purchase"), and before the Expiration Date (as defined in the Offer to
Purchase) all of the Shares owned of record or beneficially by such Tendering
Stockholders on the date of the Stockholder Agreement,
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together with any Shares thereafter acquired by any such Tendering Stockholders
prior to the termination of the Stockholder Agreement. The Tendering
Stockholders own in the aggregate 577,491 Shares, which represent approximately
5.2% of all Shares outstanding on October 8, 1996. The number of Shares subject
to the Stockholder Agreement is reflected in rows 7 and 9 of the table above.
The Stockholder Agreement will remain in effect until the earlier of the
following: (i) the date of termination of the Agreement and Plan of Merger
dated as of October 8, 1996 among Parent, Purchaser and the Company (the "Merger
Agreement") and (ii) the Effective Date (as defined in the Offer to Purchase).
The Stockholder Agreement is more fully described in Section 11 ("Purpose of the
Offer and Merger; Plans for the Company; the Merger Agreement and Stockholder
Agreement") of the Offer to Purchase. Neither the Purchaser nor Parent will
have any voting or dispositive power with respect to the Shares which are the
subject of the Stockholder Agreement until acceptance and payment for such
Shares is made pursuant to the Offer to Purchase, and the Purchaser and Parent
expressly disclaim beneficial ownership of such Shares.
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CUSIP NO. 867884 10 8
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1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above
Persons: NASH-FINCH COMPANY
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2) Check the Appropriate Box if a member of a Group*
/ / (a)
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/ / (b)
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3) SEC Use Only
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4) Sources of Funds BK
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5) / / Check if Disclosure of Legal Proceedings is Required Pursuant to Item
2(e) or 2(f).
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6) Citizenship or Place of Organization DELAWARE
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7) Aggregate Amount Beneficially Owned by Each Reporting Person 577,491*
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8) / / Check if the Aggregate Amount in Row 7 Excludes Certain Shares
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9) Percent of Class Represented by Amount in Row 7 APPROXIMATELY 5.2%*
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10) Type of Reporting Person CO
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*Nash-Finch Company ("Parent") and NFC Acquisition Corporation ("Purchaser") and
certain of the officers and directors of Super Food Services, Inc. (the
"Company"), including Jack Twyman, the Chairman and Chief Executive Officer, who
are stockholders of the Company (the "Tendering Stockholders") have entered into
a Stockholder Agreement, dated as of October 8, 1996 (the "Stockholder
Agreement"), pursuant to which, upon the terms and conditions set forth therein,
the Tendering Stockholders agreed to tender (and not withdraw, subject to
certain exceptions) pursuant to the Offer to Purchase dated October 9, 1996 (the
"Offer to Purchase"), and before the Expiration Date (as defined in the Offer to
Purchase) all of the Shares owned of
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record or beneficially by such Tendering Stockholders on the date of the
Stockholder Agreement, together with any Shares thereafter acquired by any such
Tendering Stockholders prior to the termination of the Stockholder Agreement.
The Tendering Stockholders own in the aggregate 577,491 Shares, which represent
approximately 5.2% of all Shares outstanding on October 8, 1996. The number of
Shares subject to the Stockholder Agreement is reflected in rows 7 and 9 of the
table above. The Stockholder Agreement will remain in effect until the earlier
of the following: (i) the date of termination of the Agreement and Plan of
Merger dated as of October 8, 1996 among Parent, Purchaser and the Company (the
"Merger Agreement") and (ii) the Effective Date (as defined in the Offer to
Purchase). The Stockholder Agreement is more fully described in Section 11
("Purpose of the Offer and Merger; Plans for the Company; the Merger Agreement
and Stockholder Agreement") of the Offer to Purchase. Neither the Purchaser nor
Parent will have any voting or dispositive power with respect to the Shares
which are the subject of the Stockholder Agreement until acceptance and payment
for such Shares is made pursuant to the Offer to Purchase, and the Purchaser and
Parent expressly disclaim beneficial ownership of such Shares.
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This Final Amendment to the Tender Offer Statement on Schedule 14D-1 filed
on October 8, 1996, as amended, by NFC Acquisition Corporation, a Delaware
corporation (the "Purchaser") and a wholly-owned subsidiary of Nash-Finch
Company, a Delaware corporation ("Parent"), with respect to the tender
offer to purchase all of the outstanding shares of Common Shares, par value
$1.00 per share, of Super Food Services, Inc., a Delaware corporation (the
"Company"), at $15.50 per share, net to the seller in cash, without
interest, hereby amends such statement on Schedule 14D-1 to add the
supplemental information set forth below. All capitalized terms used but
not otherwise defined herein shall have the respective meanings ascribed to
such terms in the Schedule 14D-1.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
Item 6 is hereby amended by adding the following:
The Offer expired according to its terms at 12:00 midnight, Eastern
Standard Time, on Wednesday, November 6, 1996. Promptly thereafter, the
Purchaser and Parent gave notice to the Depositary of their acceptance for
payment, pursuant to the Offer, of all Shares that had been validly
tendered and not withdrawn prior to the expiration of the Offer. According
to the Depositary's preliminary count, approximately 10,566,682 Shares
(including approximately 157,997 Shares tendered by notice of guaranteed
delivery) had been tendered. Such tendered Shares constitute approximately
96% of the Company's outstanding Shares. A copy of the press release
issued by Parent on November 7, 1996, relating to the completion of the
Offer is attached hereto as Exhibit (g)(2) and is incorporated herein by
reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(g)(2)--Text of Press Release dated November 7, 1996.
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SIGNATURES
After due inquiry and to the best of our knowledge and belief, we certify
that the information set forth in this statement is true, complete and correct.
Dated: November 7, 1996 NASH-FINCH COMPANY
By: /s/ Alfred N. Flaten
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Alfred N. Flaten
PRESIDENT AND CHIEF EXECUTIVE OFFICER
NFC ACQUISITION CORPORATION
By: /s/ Alfred N. Flaten
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Alfred N. Flaten
PRESIDENT
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
(g)(2) Text of Press Release dated November 7, 1996
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CONTACT: Norman R. Soland
(612) 884-1153
DATE: November 7, 1996
FOR IMMEDIATE RELEASE
NASH FINCH COMPANY
COMPLETES TENDER OFFER
FOR SUPER FOOD SERVICES, INC.
MINNEAPOLIS, November 7 -- Nash Finch Company (Nasdaq: NAFC) announced today
that it has completed its offer to purchase the outstanding shares of common
stock of Super Food Services, Inc. (NYSE: SFS), for $15.50 per share in cash.
In the offer, which expired at 12:00 midnight, Eastern Standard Time, on
Wed., November 6, 1996, 10,566,682 shares of Super Food common stock were
tendered, including shares subject to guarantees of delivery or receipt of
additional documentation. All validly tendered shares have been accepted for
payment and payment will begin promptly, but in no event later than Nov. 19.
The tendered shares constitute approximately 96 percent of the outstanding
common stock of Super Food.
As previously announced, any shares of Super Food common stock not tendered
and purchased pursuant to the offer will be acquired in a subsequent merger
transaction at the same $15.50 per share cash price. It is anticipated that the
merger will be effected as promptly as possible, after which Super Food will be
a wholly owned subsidiary of Nash Finch.
"We are pleased that we could complete the tender offer for Super Food in a
timely fashion," stated Al Flaten, Nash Finch president and chief executive
officer. "The acquisition of Super Food will make Nash Finch the third largest
public grocery wholesaler in the United States. We expect that 1997 sales, on a
consolidated basis, will be approximately $4.5 billion. The integration of
Super Food operations will begin immediately. We welcome Super Food's employees
and customers to the Nash Finch family."
In connection with the successful completion of the tender offer, Nash
Finch representatives are to be elected to a majority of the positions on the
Super Food Board of Directors.
Super Food Services, Inc., based in Dayton, Ohio, is a wholesale grocery
distributor, supplying a complete line of food and non-food products to more
than 850 retail stores in six states.
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Nash Finch Company is one of the largest food wholesalers in the country,
supplying products to affiliated and independent supermarkets, other independent
retailers and military bases in approximately 30 states. The Company also owns
and operates approximately 110 supermarkets, warehouse stores and mass
merchandise stores in 16 states, and a produce marketing subsidiary in
California.
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