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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
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 Puchase"), 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 Amendment No. 1 to the Tender Offer Statement on Schedule 14D-1 filed
on October 8, 1996 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
following supplemental information:
ITEM 10. ADDITIONAL INFORMATION.
On October 29, 1996, Parent issued a press release, a copy of which is
attached hereto as exhibit (g)(1) and is incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(g)(1)--Text of Press Release dated October 29, 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: October 29, 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
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(g)(1) Text of Press Release dated October 29, 1996
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Contact: Norman R. Soland, Esq.
(612) 844-1153
Date: October 29, 1996
NASH FINCH COMPANY ANNOUNCES EXPIRATION OF
HART-SCOTT-RODINO WAITING PERIOD
FOR ACQUISITION OF SUPER FOOD SERVICES, INC.
Minneapolis, MN, October 29 -- Nash Finch Company (Nasdaq: NAFC) announced
today that it has received official notification that the waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended,
applicable to its tender offer for all of the outstanding shares of common
stock of Super Food Services, Inc. (NYSE: SFS) has terminated.
As previously announced, pursuant to a Merger Agreement with Super Food on
October 8, 1996, Nash Finch commenced a tender offer for all of the
outstanding shares of common stock of Super Food at $15.50 per share in cash.
Unless extended, the offer is scheduled to expire at midnight, New York City
time, on November 6, 1996. A total of approximately 1,085,664 Super Food
shares, or 10 percent, of Super Food common stock had been tendered as of the
close of business on October 28, 1996. Shares not acquired in the tender offer
will, subject to the terms of the merger agreement, be exchanged in a
subsequent merger for the same cash price paid in the tender offer.
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.
