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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2
TO
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
SUPER FOOD SERVICES, INC.
(Name of Issuer)
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)
with copies to:
MARK A. KIMBALL, ESQ.
OPPENHEIMER WOLFF & DONNELLY
3400 PLAZA VII BUILDING
45 SOUTH SEVENTH STREET
MINNEAPOLIS, MINNESOTA 55402
(612) 344-9272
NOVEMBER 22, 1996
(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 this statement. / /
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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(d) or 2(e).
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6) Citizenship or Place of Organization DELAWARE
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Number of Shares Beneficially Owned by Each Reporting with:
7) Sole voting power - 100
8) Shared voting power
9) Sole dispositive power - 100
10) Shared dispositive power
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11) Aggregate amount beneficially owned by each reporting person - 100
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12) / / Check if the Aggregate Amount in Row 11 Excludes Certain Shares
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13) Percent of Class Represented by Amount in Row 11 100%
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14) Type of Reporting Person CO
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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(d) or 2(e).
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6) Citizenship or Place of Organization DELAWARE
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Number of Shares Beneficially Owned by Each Reporting Person with:
7) Sole voting power - 100
8) Shared voting power
9) Sole dispositive power - 100
10) Shared dispositive power
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11) Aggregate amount beneficially owned by each reporting person - 100
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12) / /Check if the Aggregate Amount in Row 11 Excludes Certain Shares
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13) Percent of Class Represented by Amount in Row 11 100%
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14) Type of Reporting Person CO
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This Amendment No. 2 to Schedule 13D amends the Schedule 14D-1 filed on
October 8, 1996 (as amended on October 29, 1996 and November 7, 1996 and on
November 12, 1996 in the form of Amendment No. 1 to Schedule 13D), which
also served as the initial Schedule 13D ("Schedule 13D"), 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 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, and hereby further
amends such statement on Schedule 13D 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
Schedule 14D-1, as amended.
ITEM 4. PURPOSE OF TRANSACTION.
On October 8, 1996, the Company entered into an Agreement and Plan of
Merger (the "Merger Agreement") with Parent and the Purchaser, pursuant to
which Parent and the Purchaser agreed to commence a cash tender offer (the
"Offer") at a price of $15.50 per Share for all outstanding Shares of the
Company and, subject to customary terms and conditions, to thereafter
proceed with a "cash out" merger (the "Merger") at $15.50 per Share of all
Shares not purchased pursuant to the Offer.
On November 22, 1996 (the "Effective Time"), the Merger was consummated
through a merger of the Purchaser into the Company, with the Company
continuing as the surviving corporation in the Merger (the "Surviving
Corporation"). Pursuant to the Merger Agreement, at the Effective Time (a)
each Share then issued and outstanding (other than (i) Shares held,
directly or indirectly, by Parent, the Purchaser or any subsidiary of
Parent or in the treasury of the Company or held by any subsidiary of the
Company, all of which were cancelled and (ii) Shares held by stockholders
who properly exercised appraisal rights under the General Corporation Law
of the State of Delaware) was converted into the right to receive $15.50 in
cash and (b) each of the 100 shares of Common Stock, par value $.01 per
share, of the Purchaser then issued and outstanding was converted into one
share of Common Stock of the Surviving Corporation. As a result, Parent
owns all of the 100 issued and outstanding shares of Common Stock of
the Surviving Corporation.
At the Effective Time, certain directors of the Parent and the Purchaser
became directors of the Surviving Corporation. Following the Merger, the
Company will cease to have any class of securities either listed on any
stock exchange or required to be registered pursuant to the Securities
Exchange Act of 1934, as amended. The Company will terminate registration
of the Shares under the Securities Exchange Act of 1934, as amended.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a), (b) Parent beneficially owns 100% of the outstanding shares of Common
Stock of the Surviving Corporation. Parent has sole power to vote or to
direct the vote and sole power to dispose or direct the disposition of all
of such Shares.
(c) On November 7, 1996, pursuant to the Offer, Parent and the Purchaser
accepted for payment the 10,566,682 Shares (including 157,997 Shares
tendered by notice of
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guaranteed delivery) that had been validly tendered in the Offer. On
November 15, 1996, Parent and the Purchaser paid for the 10,557,183 Shares
as to which certificates had been physically delivered to the Depositary,
at a price of $15.50 per Share, for a total purchase price of
$163,636,336.50. Accordingly, the Purchaser acquired a total of 10,557,183
Shares pursuant to the Offer. Certificates for 9,499 Shares tendered by
notice of guaranteed delivery were not delivered and, accordingly, were not
purchased. On November 22, 1996 any remaining Shares were "cashed out"
pursuant to the Merger described above.
(d) No person other than Parent has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, the
Shares.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
(a) Certificate of Ownership and Merger merging the Purchaser into the
Company.
SIGNATURES
After reasonable 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 22, 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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(h)(1) Certificate of Ownership and Merger
merging NFC Acquisition Corporation
into Super Food Services, Inc.
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CERTIFICATE OF OWNERSHIP AND MERGER MERGING
NFC ACQUISITION CORPORATION INTO
SUPER FOOD SERVICES, INC.
(Pursuant to Sections 103 and 253 of the General Corporation Law
of the State of Delaware)
Pursuant to the provisions of Section 253 of the General Corporation Law of
the State of Delaware, NFC Acquisition Corporation, a Delaware corporation (the
"Acquisition Sub"), does hereby certify:
FIRST: That Acquisition Sub is incorporated pursuant to the General
Corporation Law of the State of Delaware (the "DGCL").
SECOND: That Acquisition Sub owns more than ninety percent of the
outstanding shares of the Common Stock, par value $1.00 per share, of Super Food
Services, Inc., a Delaware corporation (the Company"), which is the only
outstanding class of capital stock of Company.
THIRD: That the Board of Directors of Acquisition Sub, by written consent
in lieu of a meeting, effective November 21, 1996, pursuant to Section 141(f) of
the DGCL, duly adopted resolutions authorizing the merger of Acquisition Sub
into the Company pursuant to Section 253 of the DGCL. A true copy of such
resolutions is attached hereto as Exhibit I. Such resolutions have not been
modified or rescinded and are in full force and effect on the date hereof.
FOURTH: That the merger of Acquisition Sub into the Company was approved
by Nash Finch Company, the sole stockholder of Acquisition Sub, by written
consent in lieu of a meeting, effective November 21, 1996, pursuant to Section
228 of the DGCL. A true copy of such resolutions is attached hereto as Exhibit
II. Such resolutions have not been modified or rescinded and are in full force
and effect on the date hereof.
FIFTH: Pursuant to the resolutions adopted by the Board of Directors of
Acquisition Sub and the sole stockholder of Acquisition Sub authorizing the
merger of Acquisition Sub with and into the Company, and in accordance with
Section 253(b) of the DGCL, the Certificate of Incorporation of Acquisition Sub
is hereby amended in its entirety as set forth in Exhibit A to the resolutions
attached hereto and, as amended, shall be the Restated Certificate of
Incorporation of the surviving corporation.
IN WITNESS WHEREOF, Acquisition Sub has caused this Certificate of
Ownership and Merger to be executed in its corporate name as of this 21st day of
November, 1996.
NFC ACQUISITION CORPORATION
By: /s/ Alfred N. Flaten
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Alfred N. Flaten
President
ATTEST:
By: /s/ Norman R. Soland
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Norman R. Soland
Secretary
