SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A2
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 13, 1998
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)
4860 Cox Road, Suite 300
Glen Allen, Virginia 23060
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (804)
915-6000
Not Applicable
(former name or former address if changed since last report)
Page 1 of 6 pages.
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INFORMATION TO BE INCLUDED IN REPORT
EXPLANATORY NOTE: This Current Report on Form 8-K/A2 amends
Item 7(b) of the Registrant's Current Report
on Form 8-K, filed on May 28, 1998, as
amended on Form 8-K/A1, filed July 27, 1998,
to provide the Registrant's Unaudited Pro
Forma Condensed Statement of Earnings for the
12 Weeks Ended July 25, 1998. The remaining
Items have not been amended herein.
Item 7: Financial Statements, Pro Forma Financial Information
and Exhibits
b) Pro Forma Financial Information.
Unaudited Pro Forma Combined Condensed Statement
of Earnings for the 12 Weeks Ended July 25, 1998;
and
Notes to Unaudited Pro Forma Combined Condensed
Statement of Earnings for the 12 Weeks Ended July
25, 1998.
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UNAUDITED PRO FORMA FINANCIAL INFORMATION
The following unaudited pro forma combined condensed
statement of earnings gives effect to the acquisition (the "Dart
Acquisition") by Richfood Holdings, Inc., a Virginia corporation
("Richfood"), through its wholly-owned subsidiary DGC
Acquisition, Inc., a Delaware corporation ("DGC"), of all of the
outstanding shares of common stock, par value $1.00 per share
(the "Shares"), of Dart Group Corporation ("Dart"). On May 13,
1998, Richfood accepted for purchase 1,180,503 Shares,
representing approximately 96% of the outstanding Shares,
pursuant to a tender offer, which was made upon the terms and
subject to the conditions contained in the Offer to Purchase,
dated April 15, 1998, and the related Letter of Transmittal
(which together with any amendments or supplements thereto,
constituted the "Offer"). Richfood completed the Dart
Acquisition on May 18, 1998, which was the effective date (the
"Effective Date") of the merger of DGC with and into Dart, with
Dart surviving as a wholly-owned subsidiary of Richfood (the
"Merger"). The aggregate purchase price for the Shares acquired
in the Offer or converted in the Merger, and for the cash
settlement and cancellation of previously outstanding options to
purchase Shares, was approximately $201.1 million. The
transaction was accounted for using the purchase method of
accounting.
As of the Effective Date of the acquisition, Dart,
headquartered in Landover, Maryland, was comprised of (i)
Shoppers Food Warehouse Corporation ("Shoppers"), which operates
a chain of price impact warehouse-style supermarkets in the
greater Washington, D.C. metropolitan area (100% owned by Dart);
(ii) Trak Auto Corporation ("Trak"), a publicly-owned retailer of
auto parts (67.1% owned by Dart); (iii) Crown Books Corporation
("Crown"), a publicly-owned retailer of popular books (52.3%
owned by Dart); and (iv) Total Beverage Corp. ("Total Beverage"),
a discount beverage retailer based in Washington, D.C. (100%
owned by Dart). On May 22, 1998, the stock of Total Beverage was
sold to a third party for approximately $8 million. It is
Richfood's intention to cause Dart to divest its ownership of its
remaining non-core assets, including its ownership of Trak and
Crown, within one year of the acquisition date. Accordingly, the
unaudited pro forma combined condensed statement of earnings
excludes the historical results of operations of these entities.
Crown filed for protection under Chapter 11 of the U.S.
Bankruptcy Code on July 14, 1998.
The unaudited pro forma combined condensed statement of
earnings data are presented as if the Dart Acquisition occurred
on May 3, 1998 (the beginning of the 12 week period ended July
25, 1998), rather than the actual Effective Date of May 18, 1998.
The unaudited pro forma combined condensed statement of earnings
combines Richfood's historical condensed consolidated statement
of earnings for the 12 weeks ended July 25, 1998, with Dart's
historical condensed consolidated statement of earnings for the
15-day period of May 3, 1998 through May 17, 1998 (the day prior
tothe Effective Date). The unaudited pro forma combined
condensed statement of earnings should be read in conjunction
with Richfood's historical statement of earnings, and the notes
thereto, contained in Richfood's Quarterly Report on Form 10-Q
for the 12 weeks ended July 25, 1998, filed on September 8, 1998.
Dart's historical condensed consolidated statement of earnings
for the 15-day period from May 3, 1998 through May 17, 1998 was
derived from the books and records of Dart. The assets acquired
and liabilities assumed in conjunction with the Dart Acquisition
are reflected in Richfood's historical consolidated balance sheet
as of July 25, 1998.
The unaudited pro forma combined condensed statement of
earnings is presented for illustrative purposes only and is not
necessarily indicative of the operating results that would have
occurred if the Dart Acquisition had been consummated at the
beginning of the 12 week period ended July 25, 1998, nor is it
necessarily indicative of the future operating results of
Richfood. The unaudited pro forma combined condensed statement of
earnings is presented based on preliminary estimates for values
of net assets acquired in the Dart Acquisition and may change as
valuations are completed and more facts become known. The
unaudited pro forma statement of earnings does not give effect to
any synergies that may occur due to the integration of the
operations of Dart with Richfood's operations.
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RICHFOOD HOLDINGS, INC.
UNAUDITED PRO FORMA
COMBINED CONDENSED STATEMENT OF EARNINGS
(Dollar amounts in thousands, except per share data)
Dart
Richfood Group
Holdings, Corpor-
Inc. ation
Histor- Histor-
ical ical
12 Weeks 15 Days Pro
Ended Ended Forma Combined
July 25, May 17, Adjust- Note Pro
1998 1998(1) ments Number Forma
Sales $901,303 $34,589 $(14,187) 2 $921,705
Costs and
expenses:
Cost of goods
sold 745,664 26,370 (14,187) 2 757,847
Operating and 124,275 7,238 (167) 3 131,682
administrative
expenses
336 4
Interest expense 10,117 706 487 5 11,310
Interest income (805) (28) (833)
Earnings before
income taxes 22,052 303 (656) 21,699
Income tax
expense 8,766 (141) 6 8,625
Earnings from
continuing
operations $13,286 $303 $(515) $13,074
Earnings per common
share:
Earnings from
continuing
operations $ 0.28 $0.27
Earnings per common
share - assuming
dilution:
Earnings from
continuing
operations $0.28 $0.27
Weighted average
common shares:
Basic 47,666,834 47,666,834
Diluted 47,826,605 47,826,605
See accompanying Notes to Unaudited Pro Forma Combined Condensed
Statement of Earnings.
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NOTES TO UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENT OF
EARNINGS
(amounts in thousands)
1. Reflects the historical results of operations of Dart for
the 15 days ended May 17, 1998. The Company's historical 12
week period ended July 25, 1998 includes the results of
operations of Dart from May 18, 1998 through July 25, 1998.
In accordance with Emerging Issues Task Force Issue No.
87-11: Allocation of Purchase Price to Assets to
Be Sold, the historical results of operations of Trak, Crown
and Total Beverage have been excluded from the unaudited pro
forma combined condensed statement of earnings for the 12
week period ended July 25, 1998 because it is Richfood's
intent to sell these operating units within one year from
the date of acquisition.
2. Elimination of sales by Richfood to Shoppers and related
cost of goods sold.
3. Elimination of historical amortization of Shoppers'
intangible assets for which no value was assigned in the
allocation of the purchase price.
4. Adjustment to record amortization of goodwill arising from
the Dart Acquisition. Goodwill was calculated based on a
preliminary allocation of the purchase price and is being
amortized over 40 years.
5. Adjustment to record interest expense associated with net
borrowings to finance the cash portion of the purchase price
of Dart. Borrowings were made under the Company's $450,000
senior unsecured credit facilities at an assumed interest
rate of 6.66%.
6. Adjustment reflects income taxes on the net combined pro
forma earnings at an assumed consolidated pro forma
effective tax rate of 39.75%. This assumed effective tax
rate is based on the historical income tax rate of Richfood
for the 12 week period ended July 25, 1998, adjusted to
reflect (a) income tax on Dart's earnings before income
taxes computed based on statutory rates, and (b) the impact
of pro forma adjustments and non-deductible goodwill.
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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.
Date: September 30, 1998 By: /s/ John C. Belknap
John C. Belknap
Executive Vice President,
Chief Financial Officer and
Secretary
