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):
September 10, 1996
(August 29, 1996)
RICHFOOD HOLDINGS, INC.
(Exact name of registrant as specified in charter)
Virginia 0-16900 54-1438602
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
8258 Richfood Road, P.O. Box 26967
Richmond, Virginia 23261
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:(804) 746-6000
Not Applicable
(former name or former address if changed since last report)
Page 1 of 5 pages.
Exhibit Index appears on page 4.
INFORMATION TO BE INCLUDED IN REPORT
Item 5: Other Events
On August 29, 1996, the Board of Directors of Richfood
Holdings, Inc., a Virginia corporation (the "Company"), declared
a three-for-two split of the Company's Common Stock, without par
value. The additional shares issuable in the split will be
distributed on or about September 30, 1996, to shareholders of
record on September 16, 1996.
Additional information with respect to the split is included
in the Company's press release, dated August 29, 1996, a copy of
which is filed herewith as Exhibit 20.1, and incorporated herein
by reference.
Item 7: Financial Statements, Pro Forma Financial Information
and Exhibits
c) Exhibits
Number Exhibit
20.1 Press Release
<PAGE>
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.
Date: September 10, 1996 By: /s/ J. Stuart Newton
J. Stuart Newton
Senior Vice President and
Chief Financial Officer
<PAGE>
EXHIBIT INDEX
Exhibit Page
20.1 Press Release 5
RICHFOOD ANNOUNCES THREE-FOR-TWO
STOCK SPLIT AND 50% INCREASE IN CASH DIVIDEND
RICHMOND, VA, August 29, 1996....Richfood Holdings, Inc.
(Nasdaq/NM:RCHF) announced today that its Board of Directors has
declared a three-for-two split of the Company's Common Stock.
The additional shares issuable in the split will be distributed
on or about September 30, 1996, to shareholders of record on
September 16, 1996.
At the same meeting Richfood's Board of Directors announced
that it will maintain the Company's current quarterly cash
dividend at $.03 per share for the first quarter after the split,
representing a 50% increase in the dividend. The Board declared
a quarterly cash dividend of $.045 per share before giving effect
to the three-for-two split (equivalent to $.03 per share after
the split) payable on or about September 30, 1996, to
shareholders of record on September 16, 1996.
Donald D. Bennett, Chairman and Chief Executive Officer of
Richfood, said: "The purpose of the three-for-two split is to
broaden public interest in Richfood's stock while making shares
more available for purchase and sale. The Board's decision to
increase the quarterly cash dividend reflects the Board's
continued confidence in the Company's results."
Fractional shares will not be issued in the split. Instead,
the Company will pay cash in lieu of fractional shares based upon
the closing price for the Common Stock on September 16, 1996, as
reported on the Nasdaq Stock Market, as adjusted to reflect the
three-for-two split.
At present there are 31,522,896 shares of Richfood Common
Stock outstanding. After the split, there will be approximately
issued and outstanding 47,284,344 shares.
Richfood Holdings, Inc., headquartered in Richmond,
Virginia, is the largest wholesale food distributor in the mid-
Atlantic operating region and the fourth largest in the United
States. The Company provides a full range of grocery, dairy,
frozen food, produce and meat products to chain and independent
retailers throughout the region.
The Company has four principal operating divisions:
Richfood/Virginia based in Richmond, Virginia, operates a 1.3
million square foot distribution center; Richfood/Pennsylvania,
based in Harrisburg, Pennsylvania, operates approximately 1.0
million square feet of warehouse capacity in Harrisburg,
Pennsylvania, and a 6.3 million cubic foot automated frozen food
distribution center in West Point, Pennsylvania; the METRO/BASICS
Retail Division, based in metropolitan Baltimore, Maryland,
operates seventeen retail food stores; and the Richfood Dairy,
based in Richmond, Virginia, operates a fluid dairy.
For additional information, contact:
J. Stuart Newton
Senior Vice President and
Chief Financial Officer
Richfood Holdings, Inc.
(804) 746-6291
