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): November 30, 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.)
8258 Richfood Road, Mechanicsville, Virginia 23111
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (804) 746-6000
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Item 5. Other Events
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. The Merger has been
accounted for using the pooling-of-interests method.
In accordance with the Securities and Exchange Commission's rules
governing business combinations accounted for using the pooling-of-interests
method, no affiliate of either company in the business combination may sell
or in any other way reduce his risk relative to any common shares
received in the business combination until such time as financial
results covering at least 30 days of post-merger combined operations
have been published. This Current Report on Form 8-K is filed to report
that Richfood's consolidated sales (unaudited) and net income
(unaudited) for the 30-day period ended November 13, 1995 (reflecting 30
days of post-Merger combined operations) were $282,304,362 and $4,093,413,
respectively. Such results are not necessarily indicative of the results
that may be expected for Richfood's fiscal year ended April 27, 1996.
With the publishing of the foregoing financial results, persons who
were "affiliates" (as such term is defined under the Securities Act of
1933, as amended (the "Securities Act")) of Super Rite at the Effective
Time will be free to sell shares of Richfood common stock received in the
Merger in accordance with the resale provisions of Rule 145 under the
Securities Act (or Rule 144, in the case of persons who became affiliates
of Richfood), or pursuant to the registration rights provisions of the
Agreement. Additional information with respect thereto is set forth under
the caption "The Reorganization Agreement -- Certain Restrictions on Resale
of Richfood Common Stock; Registration Rights" in the Joint Proxy
Statement/Prospectus that forms a part of Richfood's Registration Statement
on Form S-4 (File No. 33-62413), and is incorporated herein by reference.
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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: November 30, 1995 By: /s/ J. Stuart Newton
J. Stuart Newton
Senior Vice President and
Chief Financial Officer
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