SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 for the year ended December 31, 1997.
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT
OF 1934 for the transition period from ________ to ________.
Commission file number: 0-16900
A. Full title of plan and the address of the plan, if different from that of
issuer named below:
RICHFOOD HOLDINGS, INC.
SAVINGS AND STOCK OWNERSHIP PLAN
B. Name of issuer of the securities held pursuant to the plan and the address of
its principal executive office:
Richfood Holdings, Inc.
4860 Cox Road, Suite 300
Glen Allen, Virginia 23060
Required Information
1. Audited Statements of Assets Available for Plan Benefits - As of December
31, 1996 and 1997 (attached).
2. Audited Statements of Changes in Assets Available for Plan Benefits - Years
ended December 31, 1996 and 1997 (attached).
3. Written consents of the accountants with respect to the plan annual
financial statements' incorporation by reference in a registration
statement on Form S-8 under the Securities Exchange Act of 1933 (attached).
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the trustee
(or other persons who administer the employee benefit plan) have duly caused
this annual report to be signed on its behalf by the undersigned hereunto duly
authorized.
Date June 29, 1998 RICHFOOD HOLDINGS, INC.
SAVINGS AND STOCK OWNERSHIP PLAN
By /s/ John C. Belknap
-------------------------
John C. Belknap
Executive Vice President and
Chief Financial Officer
<PAGE>
Financial Statements and Schedules
Richfood Holdings, Inc.
Savings and Stock Ownership Plan
Years ended December 31, 1997 and 1996
with Report of Independent Auditors
<PAGE>
Richfood Holdings, Inc.
Savings and Stock Ownership Plan
Financial Statements and Schedules
December 31, 1997 and 1996
TABLE OF CONTENTS
Report of Independent Auditors................................................1
Financial Statements
Statements of Assets Available for Plan Benefits..............................2
Statements of Changes in Assets Available for Plan Benefits...................3
Notes to Financial Statements.................................................4
Schedules
Line 27a - Schedule of Assets Held for Investment Purposes...................13
Line 27d - Schedule of Party-in-Interest and Reportable Transactions.........14
<PAGE>
Report of Ernst & Young LLP, Independent Auditors
The Board of Directors
Richfood Holdings, Inc.
We have audited the accompanying statements of assets available for plan
benefits of the Richfood Holdings, Inc. Savings and Stock Ownership Plan (the
Plan) as of December 31, 1997 and 1996, and the related statements of changes in
assets available for plan benefits for the years then ended. These financial
statements are the responsibility of the Plan's management. Our responsibility
is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the assets available for plan benefits of the Richfood
Holdings, Inc. Savings and Stock Ownership Plan at December 31, 1997 and 1996,
and the changes in assets available for plan benefits for the years then ended,
in conformity with generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying schedules of assets held
for investment purposes as of December 31, 1997 and party-in-interest and
reportable transactions for the year then ended are presented for purposes of
complying with the Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974, and are
not a required part of the basic financial statements. The accompanying
schedules have been subjected to the auditing procedures applied in our audits
of the basic financial statements and, in our opinion, are fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
/ s / Ernst & Young LLP
Richmond, Virginia
June 26, 1998
<PAGE>
Richfood Holdings, Inc.
Savings and Stock Ownership Plan
Statements of Assets Available for Plan Benefits
<TABLE>
<CAPTION>
DECEMBER 31,
1997 1996
------------------ ----------------
<S> <C>
ASSETS
Investments, at fair value:
Mutual funds $ 7,038,259 $ 4,188,606
Guaranteed interest contract 2,935,862 3,009,534
Richfood Holdings, Inc. common stock 11,543,210 10,376,129
Loans to participants 1,777,577 1,532,541
------------------ ----------------
23,294,908 19,106,810
Contributions receivable:
Participant 24,049 84,551
Matching employer 3,565 9,323
------------------ ----------------
27,614 93,874
-----------------------------------
Assets available for plan benefits $23,322,522 $19,200,684
================== ================
</TABLE>
See accompanying notes to financial statements.
<PAGE>
Richfood Holdings, Inc.
Savings and Stock Ownership Plan
Statements of Changes in Assets Available for Plan Benefits
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
1997 1996
------------------ ----------------
<S> <C>
Investment income:
Interest and dividends $ 497,124 $ 218,244
Net appreciation in fair value of investments 2,883,602 2,121,077
------------------ ----------------
3,380,726 2,339,321
Contributions:
Participant contributions 2,957,487 2,108,760
Matching employer contributions 340,947 257,180
Rollover contributions from affiliated plan - 7,582,070
------------------ ----------------
3,298,434 9,948,010
------------------ ----------------
6,679,160 12,287,331
Deductions:
Participant distributions and withdrawals 2,546,596 783,482
Administrative expenses 10,726 26,452
------------------ ----------------
2,557,322 809,934
------------------ ----------------
Net increase in assets available for plan benefits 4,121,838 11,477,397
Assets available for plan benefits at beginning of year 19,200,684 7,723,287
------------------ ----------------
Assets available for plan benefits at end of year $23,322,522 $19,200,684
================== ================
</TABLE>
See accompanying notes to financial statements.
<PAGE>
Richfood Holdings, Inc.
Savings and Stock Ownership Plan
Notes to Financial Statements
December 31, 1997 and 1996
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The following are the significant accounting policies of the Richfood Holdings,
Inc. Savings and Stock Ownership Plan (the Plan).
BASIS OF PRESENTATION
The accompanying financial statements have been prepared on the accrual basis of
accounting. Accordingly, interest and dividend income and contributions are
recognized as earned; benefits paid to participants and administrative expenses
are recognized when incurred; and net appreciation (depreciation) in the fair
value of investments is recognized as it occurs.
Purchases and sales of securities are recorded as of the trade date. The cost of
investments sold is determined on the basis of average cost.
INVESTMENTS
Ownership of the various mutual funds held by Prudential Investments Retirement
Services, the Plan's custodian, is expressed in number of shares. Each share is
valued by the Plan's custodian based upon quoted market prices.
Investments in the guaranteed interest contract are valued at contract value,
which approximates fair value.
The fair value of Richfood Holdings, Inc. common stock (Richfood Stock Fund) is
based upon the price of the stock as of the end of the plan year, as quoted on
the New York Stock Exchange.
<PAGE>
Richfood Holdings, Inc.
Savings and Stock Ownership Plan
Notes to Financial Statements (continued)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
USE OF ESTIMATES
The preparation of financial statements in accordance with generally accepted
accounting principles requires the Plan Administrator to make estimates and
assumptions that affect amounts reported in the financial statements and
accompanying notes. Actual results may differ from these estimates.
2. SUMMARY OF SIGNIFICANT PROVISIONS OF THE PLAN
The following brief description of the Plan is provided for general information
purposes only. Participants should refer to the Plan Document for more complete
information.
GENERAL
The Plan is a defined contribution plan and is subject to certain of the
provisions of the Employee Retirement Income Security Act of 1974 (ERISA). The
Plan is administered by Richfood Holdings, Inc. (the Employer or the Company).
The Plan custodian is Prudential Investments Retirement Services. The trustees
of the Plan are officers of the Company.
From January 1, 1996 through June 28, 1996, Crestar Bank served as custodian of
the Plan. On June 28, 1996, the shares of Richfood Holdings, Inc. common stock
and outstanding participant loan balances held by the Plan were transferred to
Prudential Investments Retirement Services, the Plan's current custodian. The
remaining investments were liquidated and the proceeds were transferred to
Prudential Investments Retirement Services for investment, at the participants'
discretion, in the Plan's current investment options (described below).
ELIGIBILITY
Under the Plan, participation is available to all employees (other than
temporary or leased employees and certain employees covered by a collective
bargaining agreement) of Richfood Holdings, Inc. and its authorized affiliated
corporations who were not eligible for participation in the Super Rite Foods,
Inc. Employee Investment Opportunity Plan, who have attained age 21 and have
completed six months of service.
<PAGE>
2. SUMMARY OF SIGNIFICANT PROVISIONS OF THE PLAN (CONTINUED)
CONTRIBUTIONS
Each employee participating in the Plan may elect to make pre-tax contributions
of not less than 1% nor more than 15% of his or her compensation for the Plan
year, in 1% increments. Participant contributions during any Plan year are
subject to Internal Revenue Code limitations. This limitation was $9,500 in 1997
and 1996. During 1996, the maximum pre-tax employee contribution percentage was
changed from 12% to 15%.
The Employer makes matching contributions in an amount equal to 25% of the
participant's pre-tax contributions of up to 4% of compensation. In addition,
the Employer may make a discretionary matching contribution or a discretionary
profit sharing contribution, both to be determined by Richfood Holdings, Inc.'s
Board of Directors. The Employer's contributions are made in shares of Richfood
Holdings, Inc. common stock. The Employer made matching contributions to the
Plan of $340,947 and $257,180 for the years ended December 31, 1997 and 1996,
respectively. The Employer did not make any discretionary contributions during
1997 or 1996.
INVESTMENT OPTIONS
The Plan has entered into an administrative agreement with Prudential
Investments Retirement Services providing for the management, investment, and
reinvestment of Plan assets. The Plan provides for nine separate investment
options which are described as follows:
Prudential MoneyMart Assets - invests primarily in high quality money
market instruments maturing in thirteen months or less.
Prudential Government Income Fund - invests primarily in U.S. Government
securities issued by the U.S. Treasury.
Prudential Balanced Portfolio and the Prudential Active Balanced Fund -
consist of a diversified portfolio of equity securities, debt obligations
and money market instruments.
Prudential Stock Index Fund - invests in a broad mix of stocks that are
designed to duplicate the performance of the S&P 500.
Prudential Jennison Growth Fund - consists of investments in equity
securities of established companies with above-average growth prospects.
<PAGE>
2. SUMMARY OF SIGNIFICANT PROVISIONS OF THE PLAN (CONTINUED)
Prudential International Stock Fund - invests primarily in equity
securities of foreign companies.
Prudential Guaranteed interest contract - invests primarily in fixed income
securities having short to intermediate maturities.
Richfood Stock Fund - consists of investments in common stock of Richfood
Holdings, Inc.
LOANS TO PARTICIPANTS
Under the terms of the Plan, participants may elect to borrow 50%, subject
to a minimum of $1,000, of their vested account balances. The terms of the
loans are set based on the nature of the borrowings. The Plan Administrator
determines the interest rates to be charged for participant loans based on
comparable lending rates used by third parties.
VESTING, DISTRIBUTIONS AND WITHDRAWALS, AND PLAN TERMINATION
Participants are at all times fully vested in their tax-deferred (pre-tax)
contributions and such amounts are never subject to forfeiture; however,
tax-deferred contributions may not be withdrawn except in the event of hardship,
death, disability, retirement or termination of employment.
Employer contributions are fully vested with participants after three years of
service, but may not be withdrawn except in the event of hardship, death,
disability, retirement or termination of employment. In the case of hardship, a
participant may apply for a distribution (in accordance with the provisions of
the Plan) of a portion of his or her interest in employer contributions only
after amounts in the employee's pre-tax contribution accounts have been
withdrawn.
Distributions and withdrawals, pursuant to the provisions of the Plan, are based
on the fair value of the participants' accounts as of the effective valuation
date.
Although it has not expressed any intent to do so, the Employer has the right
under the Plan to discontinue its contributions at any time and to terminate the
Plan subject to the provisions of ERISA. In the event of plan termination,
participants are fully vested in their accounts, including that portion relating
to employer contributions.
<PAGE>
2. SUMMARY OF SIGNIFICANT PROVISIONS OF THE PLAN (CONTINUED)
INCOME TAXES
The Internal Revenue Service has determined and informed the Plan Administrator
by a letter dated January 22, 1996 that the Plan is qualified and the trust
established under the Plan is tax-exempt under the applicable sections of the
Internal Revenue Code. The Plan Administrator is not aware of any actions or
events in the operation of the Plan that would jeopardize the Plan's qualified
status.
3. INVESTMENTS
The Plan's investments are held by Prudential Investments Retirement Services,
the Plan's custodian. The fair value of each investment maintained by Prudential
Investments Retirement Services, including individual investments that represent
5% or more of assets available for plan benefits, as of December 31, 1997 and
1996 is presented in Note 8.
4. INVESTMENT TRANSFERS
Under the provisions of the Plan, a participant may elect to have the value of
his or her participant account attributable to a particular investment fund
transferred to any of the other available investment funds upon request, with
certain restrictions.
During 1996, approximately $7,582,000 was transferred into the Plan from the
Super Rite Foods, Inc. Employee Investment Opportunity Plan (a plan covering
substantially all non-union employees of Super Rite Foods, Inc. (a wholly owned
subsidiary of Richfood Holdings, Inc.) and its subsidiaries). This transaction
results from the designation of approximately 150 participants that were
formerly employees of Super Rite Foods, Inc. and its subsidiaries as employees
of Richfood Holdings, Inc.
<PAGE>
5. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of participant distributions and withdrawals
per the financial statements to the Form 5500 for the year ended December 31,
1996:
Participant distributions and withdrawals per the
financial statements $783,482
Less amounts allocated to withdrawing participants
at beginning of year 495,990
------------
Participant distributions and withdrawals per the Form 5500
$287,492
============
Amounts allocated to withdrawing participants at the beginning of 1996 were
recorded on the 1995 Form 5500 as participant distributions and withdrawals that
were processed and approved for payment prior to December 31, 1995 but not yet
paid as of that date. There were no such reconciling items for the year ended
December 31, 1997.
6. ADMINISTRATIVE EXPENSES
In accordance with the Plan Document, administrative expenses are generally paid
by the Employer.
7. YEAR 2000 (UNAUDITED)
During 1997, the Company developed, and began implementing, a strategic,
long-term information technology plan to upgrade its core application systems,
including those systems that impact the processing of employee benefits.
Concurrently, it has developed, and is implementing, a plan to ensure that such
systems are year 2000 compliant. The Company believes that with the currently
planned system conversions and upgrades, as well as certain additional
modifications to existing software, the Company will achieve year 2000
compliance without any significant operational problems related to the Company's
information systems. The Company is also communicating with Plan's significant
service provides to coordinate year 2000 compliance. The Plan's service
providers have indicated that they are presently taking steps to ensure that the
Plan's systems and operations will be Year 2000 compliant.
<PAGE>
Richfood Holdings, Inc.
Savings and Stock Ownership Plan
Notes to Financial Statements (continued)
8. SUMMARY OF CHANGES IN ASSETS AVAILABLE FOR PLAN BENEFITS BY ACCOUNT
A summary of the changes in assets available for plan benefits, by account, for
the year ended December 31, 1997 is as follows:
<TABLE>
<CAPTION>
MONEY GOV'T. ACTIVE STOCK JENNISON
MART INCOME BALANCED BALANCED INDEX GROWTH
ASSETS FUND PORTFOLIO FUND FUND FUND
--------- ---------- ---------- ---------- ---------- -----------
<S> <C>
Transfer of assets from Crestar
Bank
Additions to assets attributable
to:
Investment income:
Interest and dividends $ 19,254 $ 32,282 $ 10,907 $ 12,690 $27,739 $ 10,743
Net appreciation in fair value
of investments - 9,277 21,640 37,176 427,389 584,254
--------- ---------- ---------- ---------- ---------- -----------
19,254 41,559 32,547 49,866 455,128 594,997
Contributions:
Participant contributions 77,620 70,549 105,591 146,196 293,027 498,287
Matching employer contributions - - - - - -
--------- ---------- ---------- ---------- ---------- -----------
77,620 70,549 105,591 146,196 293,027 498,287
--------- ---------- ---------- ---------- ---------- -----------
96,874 112,108 138,138 196,062 748,155 1,093,284
Deductions from assets
attributable to:
Participant distributions and
withdrawals 70,226 28,814 7,890 11,676 292,819 218,344
Administrative expenses 635 406 161 66 486 238
--------- ---------- ---------- ---------- ---------- -----------
70,861 29,220 8,051 11,742 293,305 218,582
Interfund transfers 49,263 (29,507) 52,037 (2,446) 710,142 138,137
--------- ---------- ---------- ---------- ---------- -----------
Net increase (decrease) in assets 75,276 53,381 182,124 181,874 1,164,992 1,012,839
Assets available for plan benefits:
Beginning of year 226,824 421,830 152,569 230,675 1,346,587 1,634,309
---------- ---------- --------- ---------- ---------- -----------
End of year $302,100 $475,211 $334,693 $412,549 $2,511,579 $2,647,148
========= ========== ========== ========== ========== ===========
</TABLE>
<TABLE>
<CAPTION>
GUARANTEED RICHFOOD
INTERNATIONAL INTEREST STOCK LOANS TO CONTRIBUTIONS
STOCK FUND CONTRACT FUND PARTICIPANTS RECEIVABLE TOTAL
------------- ------------ ----------- ------------- ------------- ----------
<S> <C>
Transfer of assets from Crestar
Bank
Additions to assets attributable
to:
Investment income:
Interest and dividends $ 8,420 $ 227,550 $ 147,539 $ - $ - $ 497,124
Net appreciation in fair value
of investments 6,945 - 1,796,921 - - 2,883,602
------------- ------------ ----------- ------------- ------------- -----------
15,365 227,550 1,944,460 - - 3,380,726
Contributions:
Participant contributions 124,002 318,539 1,384,178 - (60,502) 2,957,487
Matching employer contributions - - 346,705 - (5,758) 340,947
------------- ------------ ----------- ------------- ------------- ----------
124,002 318,539 1,730,883 - (66,260) 3,298,434
------------- ------------ ----------- ------------- ------------- ----------
139,367 546,089 3,675,343 - (66,260) 6,679,160
Deductions from assets
attributable to:
Participant distributions and
withdrawals 33,831 932,523 882,689 67,784 - 2,546,596
Administrative expenses 10 679 8,045 - - 10,726
------------- ------------ ----------- ------------- ------------- ----------
33,841 933,202 890,734 67,784 - 2,557,322
Interfund transfers 73,641 313,441 (1,617,528) 312,820 - -
------------- ------------ ----------- ------------- ------------- ----------
Net increase (decrease) in assets 179,167 (73,672) 1,167,081 245,036 (66,260) 4,121,838
Assets available for plan benefits:
Beginning of year 175,812 3,009,534 10,376,129 1,532,541 93,874 19,200,684
------------ ------------ ----------- ------------- ------------- -----------
End of year $354,979 $2,935,862 $11,543,210 $1,777,577 $ 27,614 $23,322,522
============= ============ =========== ============= ============= ===========
</TABLE>
<PAGE>
Richfood Holdings, Inc.
Savings and Stock Ownership Plan
Notes to Financial Statements (continued)
8. SUMMARY OF CHANGES IN ASSETS AVAILABLE FOR PLAN BENEFITS BY ACCOUNT
(CONTINUED)
The following schedules represent summaries of the changes in assets available
for plan benefits, by account, for the year ended December 31, 1996. As
discussed in Note 2, the Plan's assets were transferred from Crestar Bank to
Prudential Investments Retirement Services effective June 28, 1996.
<TABLE>
<CAPTION>
COMMON RICHFOOD
BALANCED STOCK BOND STOCK
FUND FUND FUND FUND
---------- ------------- ---------- -----------
<S> <C>
Additions (deductions) to assets attributable to:
Investment income (loss):
Interest and dividends $ 15,115 $ 10,169 $ 15,971 $ 23,415
Net appreciation (depreciation) in the fair value of
investments 23,909 59,421 (23,396) 1,073,549
---------- ------------- ---------- -----------
39,024 69,590 (7,425) 1,096,964
Contributions:
Participant contributions 94,039 136,146 47,465 429,336
Matching employer contributions - - - 60,581
---------- ------------- ---------- -----------
94,039 136,146 47,465 489,917
---------- ------------- ---------- -----------
133,063 205,736 40,040 1,586,881
Deductions from assets attributable to:
Participant distributions and withdrawals 47,909 25,092 21,664 220,153
Administrative expenses - - - -
---------- ------------- ---------- -----------
47,909 25,092 21,664 220,153
---------- ------------- ---------- -----------
Net increase (decrease) in assets 85,154 180,644 18,376 1,366,728
Interfund transfers (44,226) (97,314) (32,526) (66,640)
Transfer of assets to Prudential Investments Retirement (988,103) (1,146,538) (369,399) (6,167,406)
Services
Assets available for plan benefits:
Beginning of year - Crestar 947,175 1,063,208 383,549 4,867,318
---------- ------------- ---------- -----------
End of year - Crestar $ - $ - $ - $ -
========== ============= ========== ===========
</TABLE>
<TABLE>
<CAPTION>
MONEY
MARKET CONTRIBUTIONS LOANS TO
FUND RECEIVABLE PARTICIPANTS TOTAL
----------- ------------- ------------ ------------
<S> <C>
Additions (deductions) to assets attributable to:
Investment income (loss):
Interest and dividends $ 9,150 $ - $ - $ 73,820
Net appreciation (depreciation) in the fair value of
investments - - - 1,133,483
----------- ------------- ------------ ------------
9,150 - - 1,207,303
Contributions:
Participant contributions 36,021 - - 743,007
Matching employer contributions - (27,459) - 33,122
----------- ------------- ------------ ------------
36,021 (27,459) - 776,129
----------- ------------- ------------ ------------
45,171 (27,459) - 1,983,432
Deductions from assets attributable to:
Participant distributions and withdrawals 23,406 - 3,061 341,285
Administrative expenses - - 6,600 6,600
----------- ------------- ------------ ------------
23,406 - 9,661 347,685
----------- ------------- ------------ ------------
Net increase (decrease) in assets 21,765 (27,459) (9,661) 1,635,547
Interfund transfers (3,644) - 244,350 -
Transfer of assets to Prudential Investments Retirement (202,180) - (485,208) (9,358,834)
Services
Assets available for plan benefits:
Beginning of year - Crestar 184,059 27,459 250,519 7,723,287
----------- ------------- ------------ ------------
End of year - Crestar $ - $ - $ - $ -
=========== ============= ============ ============
</TABLE>
<PAGE>
Richfood Holdings, Inc.
Savings and Stock Ownership Plan
Notes to Financial Statements (continued)
8. SUMMARY OF CHANGES IN ASSETS AVAILABLE FOR PLAN BENEFITS BY ACCOUNT
(CONTINUED)
<TABLE>
<CAPTION>
MONEY GOV'T. ACTIVE STOCK JENNISON
MART INCOME BALANCED BALANCED INDEX GROWTH
ASSETS FUND PORTFOLIO FUND FUND FUND
---------- ---------- ---------- ---------- ----------- -----------
<S> <C>
Transfer of assets from Crestar Bank $197,649 $ 368,113 $ - $ 24,024 $ 957,406 $1,159,028
Additions to assets attributable to:
Investment income:
Interest and dividends 6,989 13,659 3,211 6,726 18,000 2,499
Net appreciation in fair value
of investments - 5,174 4,808 2,827 95,310 100,536
---------- ---------- ---------- ---------- ----------- -----------
6,989 18,833 8,019 9,553 113,310 103,035
Contributions:
Participant contributions 20,006 29,548 69,265 22,675 92,673 150,666
Matching employer contributions - - - - - -
Rollover contributions from
affiliated plan 40,552 62,095 82,435 155,848 81,588 469,791
---------- ---------- ---------- ---------- ----------- -----------
60,558 91,643 151,700 178,523 174,261 620,457
---------- ---------- ---------- ---------- ----------- -----------
265,196 478,589 159,719 212,100 1,244,977 1,882,520
Deductions from assets attributable
to:
Participant distributions and
withdrawals 6,688 16,856 6,767 30 30,178 57,580
Administrative expenses 1,187 1,494 497 236 1,279 843
---------- ---------- ---------- ---------- ----------- -----------
7,875 18,350 7,264 266 31,457 58,423
Interfund transfers (30,497) (38,409) 114 18,841 133,067 (189,788)
---------- ---------- ---------- ---------- ----------- -----------
Net increase in assets 226,824 421,830 152,569 230,675 1,346,587 1,634,309
Assets available for plan benefits:
Beginning of year - Prudential - - - - - -
---------- ---------- ---------- ---------- ----------- -----------
End of year - Prudential $226,824 $421,830 $152,569 $230,675 $1,346,587 $1,634,309
========== ========== ========== ========== =========== ===========
</TABLE>
<TABLE>
<CAPTION>
INTERNATIONAL GUARANTEED RICHFOOD LOANS TO
STOCK FUND INTEREST STOCK PARTICIPANT CONTRIBUTIONS
CONTRACT FUND RECEIVABLE TOTAL
------------ ------------ ----------- ----------- ------------- ------------
<S> <C>
Transfer of assets from Crestar Bank $ - $ - $6,167,406 $ 485,208 $ - $ 9,358,834
Additions to assets attributable to:
Investment income:
Interest and dividends 3,035 37,379 52,926 - - 144,424
Net appreciation in fair value
of investments 8,339 - 770,600 - - 987,594
------------ ------------ ----------- ----------- ------------- ------------
11,374 37,379 823,526 - - 1,132,018
Contributions:
Participant contributions 42,964 111,681 741,724 - 84,551 1,365,753
Matching employer contributions - - 214,735 - 9,323 224,058
Rollover contributions from
affiliated plan 104,228 3,284,049 3,301,484 - - 7,582,070
------------ ------------ ----------- ----------- ------------- ------------
147,192 3,395,730 4,257,943 - 93,874 9,171,881
------------ ------------ ----------- ----------- ------------- ------------
158,566 3,433,109 11,248,875 485,208 93,874 19,662,733
Deductions from assets attributable
to:
Participant distributions and
withdrawals 29 17,658 236,876 69,535 - 442,197
Administrative expenses 38 1,703 12,575 - - 19,852
------------ ------------ ----------- ----------- ------------- ------------
67 19,361 249,451 69,535 - 462,049
Interfund transfers 17,313 (404,214) (623,295) 1,116,868 - -
------------ ------------ ----------- ----------- ------------- ------------
Net increase in assets 175,812 3,009,534 10,376,129 1,532,541 93,874 19,200,684
Assets available for plan benefits:
Beginning of year - Prudential - - - - - -
------------ ------------ ----------- ----------- ------------- ------------
End of year - Prudential $175,812 $3,009,534 $10,376,129 $1,532,541 $93,874 $19,200,684
============ ============ =========== =========== ============= ============
</TABLE>
<PAGE>
Schedules
<PAGE>
Richfood Holdings, Inc.
Savings and Stock Ownership Plan
Line 27a - Schedule of Assets Held For Investment Purposes
December 31, 1997
<TABLE>
<CAPTION>
UNITS COST FAIR VALUE
-------------- ----------------- -----------------
<S> <C>
Mutual funds maintained by
Prudential Investments Retirement Services:
MoneyMart Assets 302,100 $ 302,100 $ 302,100
Government Income Fund 52,568 459,991 475,211
Balanced Portfolio 27,255 352,231 334,693
Active Balanced Fund 31,589 414,507 412,549
Stock Index Fund 114,946 2,128,802 2,511,579
Jennison Growth Fund 193,082 2,285,301 2,647,148
International Stock Fund 20,078 355,768 354,979
---------------- ----------------
Total mutual funds 6,298,700 7,038,259
Guaranteed interest contract - 2,935,862 2,935,862
*Richfood Stock Fund 408,609 7,480,167 11,543,210
Loans to participants - - 1,777,577
---------------- -----------------
$16,714,729 $23,294,908
================= =================
</TABLE>
* Party-in-Interest
<PAGE>
Richfood Holdings, Inc.
Savings and Stock Ownership Plan
Line 27d - Schedule of Party-in-Interest
and Reportable Transactions
Year ended December 31, 1997
<TABLE>
<CAPTION>
EXPENSE
PURCHASE SELLING LEASE INCURRED WITH
IDENTITY OF PARTY INVOLVED DESCRIPTION OF ASSET PRICE PRICE RENTAL TRANSACTION
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C>
CATEGORY (II) -D SERIES OF NON-SECURITIES TRANSACTIONS IN EXCESS OF 5% OF PLAN ASSETS:
Prudential Investments
Retirement Services Guaranteed Interest Contract $1,726,157 $ - $ - $ -
Guaranteed Interest Contract - 1,799,829 - -
CATEGORY (III) -D SERIES OF TRANSACTIONS IN EXCESS OF 5% OF PLAN ASSETS:
Prudential Investments
Retirement Services Stock Index Fund 1,664,338 - - -
Stock Index Fund - 885,469 - -
Jennison Growth Fund 1,301,174 - - -
Jennison Growth Fund - 643,114 - -
** *Richfood Holdings, Inc. common
stock 2,587,166 - - -
*Richfood Holdings, Inc. common
stock - 3,217,006 - -
</TABLE>
<TABLE>
<CAPTION>
CURRENT VALUE
OF ASSET ON
COST OF TRANSACTION NET GAIN
IDENTITY OF PARTY INVOLVED DESCRIPTION OF ASSET ASSET DATE OR (LOSS)
- -------------------------------------------------------------------------------------------------------------------
<S> <C>
CATEGORY (II) -D SERIES OF NON-SECURITIES TRANSACTIONS IN EXCESS OF 5% OF PLAN ASSETS:
Prudential Investments
Retirement Services Guaranteed Interest Contract $1,726,157 $ 1,726,157 $ -
Guaranteed Interest Contract 1,799,829 1,799,829 -
CATEGORY (III) -D SERIES OF TRANSACTIONS IN EXCESS OF 5% OF PLAN ASSETS:
Prudential Investments
Retirement Services Stock Index Fund 1,664,338 1,664,338 -
Stock Index Fund 815,235 885,469 70,234
Jennison Growth Fund 1,301,174 1,301,174 -
Jennison Growth Fund 593,636 643,114 49,478
** *Richfood Holdings, Inc. common
stock 2,587,166 2,587,166 -
*Richfood Holdings, Inc. common
stock 2,519,627 3,217,006 697,379
</TABLE>
*Party-in-Interest
**Transactions made on the market
There were no category (i) or (iv) reportable transactions during the year ended
December 31, 1997.
Exhibit 23
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 33-41570) pertaining to the Richfood Holdings, Inc. Savings and Stock
Ownership Plan of our report dated June 26, 1998, with respect to the financial
statements and schedules of the Richfood Holdings, Inc. Savings and Stock
Ownership Plan included in this Annual Report (Form 11-K) for the year ended
December 31, 1997.
/ s / ERNST & YOUNG LLP
Richmond, Virginia
June 26, 1998
