SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) October 15, 1995
Richfood Holdings, Inc.
(Exact name of registrant as specified in its charter)
Virginia 1-16900 54-1438602
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
23111 8528 Richfood Road, Mechanicsville, Virginia
(Zip Code) (Address of principal executive offices)
Registrant's telephone number, including area code (804) 746-6000
Item 2. Acquisition or Disposition of Assets.
Effective October 15, 1995 (the "Effective Time"), SR Acquisition,
Inc., a wholly-owned subsidiary of Richfood Holdings, Inc. ("Richfood"),
was merged (the "Merger") with and into Super Rite Corporation ("Super
Rite") pursuant to an Agreement and Plan of Reorganization, dated as of
June 26, 1995, and amended as of October 13, 1995 (the "Agreement"), and a
related Plan of Merger. As a result, at the Effective Time, Super Rite
became a wholly-owned subsidiary of Richfood and each outstanding share of
common stock, no par value, $.01 stated value per share, of Super Rite
("Super Rite Common Stock") was converted into the right to acquire 1.0205
shares of common stock, no par value, of Richfood ("Richfood Common
Stock"). Richfood issued 9,770,188 shares of Richfood Common stock in the
Merger, resulting in former Super Rite shareholders holding approximately
31 percent of the outstanding shares of Richfood Common Stock. The Merger
and the issuance of Richfood Common Stock in connection with the Merger
were approved by the shareholders of Super Rite and Richfood at separate
meetings held on October 12, 1995.
Super Rite is a full service grocery wholesaler and retailer
headquartered in Harrisburg, Pennsylvania that will operate as a wholly-
owned subsidiary of Richfood. Additional information with respect to the
Merger is set forth in the Joint Proxy Statement/Prospectus, which is
incorporated herein by reference as included in Richfood's Registration
Statement on Form S-4 (File No. 33-62413).
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(a) Financial Statements of Businesses Acquired
(1) The following financial statements, notes and auditors'
report, as included in the Super Rite Annual Report on Form
10-K for the fiscal year ended March 4, 1995, and as amended
by Form 10-K/A filed on September 6, 1995 (Commission File
No. 0-17965), are incorporated herein by reference:
(i) Consolidated Balance Sheets as of March 4, 1995, and
February 26, 1994;
(ii) Consolidated Statements of Income for the fifty-three
week period ended March 4, 1995, and for each of the
fifty-two week periods in the two-year period ended
February 26, 1994;
(iii) Consolidated Statements of Cash Flows for the
fifty-three week period ended March 4, 1995, and
for each of the fifty-two week periods in the two-
year period ended February 26, 1994;
(iv) Notes to Consolidated Financial Statements; and
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(v) Report of Coopers & Lybrand L.L.P., Independent
Accountants, dated April 21, 1995, except for the sixth
paragraph of Note 6 which is dated as of May 5, 1995.
(2) The following financial statements, notes and review letter,
included in the Super Rite Quarterly Report on Form 10-Q for
the fiscal quarter ended September 2, 1995 (Commission File
No. 0-17965), are incorporated herein by reference:
(i) Condensed Consolidated Balance Sheet as of September 2,
1995;
(ii) Condensed Consolidated Statements of Income for the
thirteen weeks ended September 2, 1995, and August 27,
1994, and for the twenty-six weeks then ended;
(iii) Statements of Condensed Consolidated Cash Flows
for the twenty-six weeks ended September 2, 1995,
and August 27, 1994;
(iv) Notes to Condensed Consolidated Financial Statements;
and
(v) Review letter of Coopers & Lybrand, L.L.P.
(b) Pro Forma Financial Information
The following pro forma financial information is
incorporated herein by reference to pages F-3 to F-10 of the
Joint Proxy Statement/Prospectus of Richfood and Super Rite dated
September 7, 1995, included as part of Richfood's Registration
Statement on Form S-4 (File No. 33-62413):
(1) Unaudited Pro Forma Combined Condensed Balance Sheet as of
July 22, 1995;
(2) Unaudited Pro Forma Combined Condensed Statement of Earnings
for the fiscal quarters ended July 22, 1995, and July 23,
1994, and for each of the fiscal years ended April 29, 1995,
April 30, 1994, and May 1, 1993; and
(3) Notes to Unaudited Pro Forma Financial Information.
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(c) Exhibits
The following exhibits are filed herewith:
Exhibit
Number Document
2.1 Agreement and Plan of Reorganization, dated
June 26, 1995, by and between Richfood
Holdings, Inc. and Super Rite Corporation
(incorporated herein by reference to
Richfood's Joint Proxy Statement/Prospectus,
dated September 7, 1995, and filed with the
Securities and Exchange Commission on
September 7, 1995, as part of Richfood's
Registration Statement on Form S-4 (File No.
33-62413))
2.2 Amendment, dated as of October 13, 1995, to
the Agreement and Plan of Reorganization,
dated June 26, 1995, by and between Richfood
Holdings, Inc. and Super Rite Corporation
2.3 Plan of Merger (incorporated herein by
reference to Richfood's Joint Proxy
Statement/Prospectus, dated September 7,
1995, and filed with the Securities and
Exchange Commission on September 7, 1995, in
connection with Richfood's Registration
Statement on Form S-4 (File No. 33-62413))
4.1 Form of Indenture, among Super Rite Foods,
Inc., the guarantors named therein and
Dauphin Deposit Bank and Trust (incorporated
herein by reference to Exhibit 4(n) to the
Registration Statement on Form S-1 of Super
Rite Foods, Inc. filed with the Commission on
April 7, 1992 (File No. 33-46161))
4.2 Form of Super Rite Foods, Inc. 10 5/8% Senior
Subordinated Notes due 2002 (incorporated
herein by reference to Exhibit 4(o) to the
Registration Statement on Form S-1 of Super
Rite Foods, Inc. filed with the Commission on
April 7, 1992 (File No. 33-46161))
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
RICHFOOD HOLDINGS, INC.
(Registrant)
Date: October 30, 1995 By: /s/ John E. Stokely
John E. Stokely
President and Chief Operating Officer
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EXHIBIT INDEX
Exhibit
Number Document Page
2.1 Agreement and Plan of Reorganization, dated
June 26, 1995, by and between Richfood
Holdings, Inc. and Super Rite Corporation
(incorporated herein by reference to
Richfood's Joint Proxy Statement/Prospectus,
dated September 7, 1995, and filed with the
Securities and Exchange Commission on
September 7, 1995, as part of Richfood's
Registration Statement on Form S-4 (File No. 33-
62413))
2.2 Amendment, dated as of October 13, 1995, to
the Agreement and Plan of Reorganization by
and between Richfood Holdings, Inc. and Super
Rite Corporation
2.3 Plan of Merger (incorporated herein by reference to
Richfood's Joint Proxy Statement/Prospectus, dated
September 7, 1995, and filed with the Securities and
Exchange Commission on September 7, 1995, as part of
Richfood's Registration Statement on Form S-4 (File No.
33-62413))
4.1 Form of Indenture, among Super Rite Foods,
Inc., the guarantors named therein and
Dauphin Deposit Bank and Trust (incorporated
herein by reference to Exhibit 4(n) to the
Registration Statement on Form S-1 of Super
Rite Foods, Inc. filed with the Commission on
April 7, 1992 (File No. 33-46161))
4.2 Form of Super Rite Foods, Inc. 10 5/8% Senior
Subordinated Notes due 2002 (incorporated
herein by reference to Exhibit 4(o) to the
Registration Statement on Form S-1 of Super
Rite Foods, Inc. filed with the Commission on
April 7, 1992 (File No. 33-46161))
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October 13, 1995
Mr. Alex Grass
Chairman of the Board and
Chief Executive Officer
Super Rite Corporation
3900 Industrial Road
Harrisburg, Pennsylvania 17110
Dear Alex:
Pursuant to Section 8.4 of the Agreement and Plan of Reorganization
(the "Agreement"), dated as of June 26, 1995, by and between Richfood
Holdings, Inc. ("Richfood"), and Super Rite Corporation ("Super Rite"), the
Agreement shall be amended as follows:
Deletion of Certain Shareholders from Schedule 6.14
Super Rite represents and warrants that John Harrison, Wilbur Shirey
and Robert Anderson are not "affiliates" of Super Rite for purposes of Rule
145 under the Securities Act and Richfood and Super Rite agree that
Harrison, Shirey and Anderson are deleted from Exhibit 6.14 to the
Agreement ("Certain Super Rite Shareholders").
Restatement of Exhibit 6.8 to the Agreement
Richfood and Super Rite agree that the restated Exhibit 6.8 attached
hereto shall replace and supersede Exhibit 6.8 to the Agreement.
Please indicate the assent of Super Rite to the foregoing by signing
in your capacity as Chairman and Chief Executive Officer of Super Rite in
the space provided below.
RICHFOOD HOLDINGS, INC.
/s/ Donald D. Bennett
Donald D. Bennett
Chairman of the Board and
Chief Executive Officer
SEEN AND AGREED TO
AS OF OCTOBER 13, 1995:
SUPER RITE CORPORATION
/s/ Alex Grass
Alex Grass
Chairman of the Board and
Chief Executive Officer
