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, 1998.
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, 1997 and 1998 (attached).
2. Audited Statements of Changes in Assets Available for Plan Benefits - Years
ended December 31, 1997 and 1998 (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, 1999 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, 1998 AND 1997
<PAGE>
Richfood Holdings, Inc.
Savings and Stock Ownership Plan
Financial Statements and Schedules
December 31, 1998 and 1997
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...................11
Line 27d - Schedule of Reportable Transactions...............................12
<PAGE>
Report of 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, 1998 and 1997, 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, 1998 and 1997,
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 supplemental schedules
of assets held for investment purposes as of December 31, 1998, 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 supplemental
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 25, 1999
1
<PAGE>
Richfood Holdings, Inc.
Savings and Stock Ownership Plan
Statements of Assets Available for Plan Benefits
<TABLE>
<CAPTION>
DECEMBER 31,
1998 1997
------------------ ----------------
<S> <C>
ASSETS
Investments, at fair value:
Mutual funds $ 8,724,224 $ 7,038,259
Guaranteed interest contract 2,884,468 2,935,862
Richfood Holdings, Inc. common stock 10,334,352 11,543,210
Loans to participants 1,829,167 1,777,577
------------------ ----------------
23,772,211 23,294,908
Contributions receivable:
Participant 39,647 24,049
Matching employer 5,272 3,565
------------------ ----------------
44,919 27,614
------------------ ----------------
Assets available for plan benefits $ 23,817,130 $23,322,522
================== ================
</TABLE>
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
2
<PAGE>
Richfood Holdings, Inc.
Savings and Stock Ownership Plan
Statements of Changes in Assets Available for Plan Benefits
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
1998 1997
------------------ ----------------
<S> <C>
Investment income:
Interest and dividends $ 515,196 $ 497,124
Net (depreciation) appreciation in fair value of
investments (1,193,924) 2,883,602
------------------ ----------------
(678,728) 3,380,726
Contributions:
Participant contributions 2,928,222 2,957,487
Matching employer contributions 353,027 340,947
------------------ ----------------
3,281,249 3,298,434
------------------ ----------------
2,602,521 6,679,160
Deductions:
Participant distributions and withdrawals 2,097,993 2,546,596
Administrative expenses 9,920 10,726
------------------ ----------------
2,107,913 2,557,322
------------------ ----------------
Net increase in assets available for plan benefits 494,608 4,121,838
Assets available for plan benefits at beginning of year 23,322,522 19,200,684
------------------ ----------------
Assets available for plan benefits at end of year $ 23,817,130 $23,322,522
================== ================
</TABLE>
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
3
<PAGE>
Richfood Holdings, Inc.
Savings and Stock Ownership Plan
Notes to Financial Statements
December 31, 1998 and 1997
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.
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.
4
<PAGE>
Richfood Holdings, Inc.
Savings and Stock Ownership Plan
Notes to Financial Statements (continued)
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.
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.
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 $10,000 in
1998 and $9,500 in 1997.
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 $353,027 and $340,947 for the years ended December 31, 1998 and 1997,
respectively. The Employer did not make any discretionary contributions during
1998 or 1997.
5
<PAGE>
Richfood Holdings, Inc.
Savings and Stock Ownership Plan
Notes to Financial Statements (continued)
2. SUMMARY OF SIGNIFICANT PROVISIONS OF THE PLAN (CONTINUED)
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.
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.
6
<PAGE>
Richfood Holdings, Inc.
Savings and Stock Ownership Plan
Notes to Financial Statements (continued)
2. SUMMARY OF SIGNIFICANT PROVISIONS OF THE PLAN (CONTINUED)
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. See Note 7 - Subsequent Event.
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, 1998 and
1997 is presented in Note 8.
7
<PAGE>
Richfood Holdings, Inc.
Savings and Stock Ownership Plan
Notes to Financial Statements (continued)
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.
5. ADMINISTRATIVE EXPENSES
In accordance with the Plan Document, administrative expenses are generally paid
by the Employer.
6. YEAR 2000 (UNAUDITED)
The Company has developed and is 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 the Plan's significant service providers 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.
7. SUBSEQUENT EVENT
On June 9, 1999, the Company announced that it had entered into an Agreement and
Plan of Merger (the "Agreement"), dated as of June 9, 1999, among SUPERVALU
INC., a Delaware corporation ("SUPERVALU"), Winter Acquisition, Inc., a Delaware
corporation and wholly-owned subsidiary of SUPERVALU ("Acquisition"), and the
Company. Under the terms of the Agreement, the Company will be merged with and
into Acquisition (the "Merger") with the Acquisition being the surviving
corporation. The transaction is subject to regulatory approval and the approval
by the Company's shareholders, as well as other customary conditions, and is
expected to be consummated prior to the end of calendar 1999. Following the
consummation of the Merger, the Company will become an indirect, wholly-owned
subsidiary of SUPERVALU.
8
<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, 1998 is as follows:
<TABLE>
<CAPTION>
MONEY GOV'T. ACTIVE STOCK JENNISON INTERNATIONAL GUARANTEED
MART INCOME BALANCED BALANCED INDEX GROWTH STOCK INTEREST
ASSETS FUND PORTFOLIO FUND FUND FUND FUND CONTRACT
--------- --------- ---------- ---------- ---------- ----------- ------------- ------------
<S> <C>
Additions (deductions) to assets
attributable to:
Investment income (loss):
Interest and dividends $ 23,416 $ 33,699 $ 18,189 $ 16,148 $ 31,579 $ 12,192 $ 9,846 $ 200,474
Net appreciation
(depreciation) in the
fair value of investments - 11,257 27,978 60,585 613,775 1,000,045 32,772 -
--------- --------- --------- --------- ---------- ----------- ------------- ------------
23,416 44,956 46,167 76,733 645,354 1,012,237 42,618 200,474
Contributions:
Participant contributions 73,514 64,667 159,831 115,757 311,452 390,413 142,222 292,044
Matching employer contributions - - - - - - - -
--------- --------- --------- --------- ---------- ----------- ------------- ------------
73,514 64,667 159,831 115,757 311,452 390,413 142,222 292,044
--------- --------- --------- --------- ---------- ----------- ------------- ------------
96,930 109,623 205,998 192,490 956,806 1,402,650 184,840 492,518
Deductions from assets
attributable to:
Participant distributions and
withdrawals 26,533 45,677 219,369 52,921 282,826 287,702 30,988 389,046
Administrative expenses 30 20 20 - 144 48 27 145
--------- --------- --------- --------- ---------- ----------- ------------- ------------
26,563 45,697 219,389 52,921 282,970 287,750 31,015 389,191
Interfund transfers (4,100) (58,789) 163,893 (12,457) (533,261) (71,460) (893) (154,721)
--------- --------- --------- --------- ---------- ----------- ------------- ------------
Net increase (decrease) in assets 66,267 5,137 150,502 127,112 140,575 1,043,440 152,932 (51,394)
Assets available for plan benefits:
Beginning of year 302,100 475,211 334,693 412,549 2,511,579 2,647,148 354,979 2,935,862
--------- --------- --------- --------- ---------- ----------- ------------- ------------
End of year $368,367 $480,348 $485,195 $539,661 $2,652,154 $3,690,588 $507,911 $2,884,468
========= ========= ========= ========= ========== =========== ============= ============
</TABLE>
<TABLE>
<CAPTION>
RICHFOOD
STOCK LOANS TO CONTRIBUTIONS
FUND PARTICIPANTS RECEIVABLE TOTAL
------------ ------------- ----------- -------------
<S> <C>
Additions (deductions) to assets
attributable to:
Investment income (loss):
Interest and dividends $ 169,653 $ - $ - $ 515,196
Net appreciation
(depreciation) in the
fair value of investments (2,940,336) - - (1,193,924)
------------ ------------- ----------- -------------
(2,770,683) - - (678,728)
Contributions:
Participant contributions 1,362,724 - 15,598 2,928,222
Matching employer contributions 351,320 - 1,707 353,027
------------ ------------- ----------- -------------
1,714,044 - 17,305 3,281,249
------------ ------------- ----------- -------------
(1,056,639) - 17,305 2,602,521
Deductions from assets
attributable to:
Participant distributions and
withdrawals 677,197 85,734 - 2,097,993
Administrative expenses 9,486 - - 9,920
------------ ------------- ----------- -------------
686,683 85,734 - 2,107,913
Interfund transfers 534,464 137,324 - -
------------ ------------- ----------- -------------
Net increase (decrease) in assets (1,208,858) 51,590 17,305 494,608
Assets available for plan benefits:
Beginning of year 11,543,210 1,777,577 27,614 23,322,522
------------ ------------- ----------- -------------
End of year $10,334,352 $ 1,829,167 $44,919 $23,817,130
============ ============= =========== =============
</TABLE>
9
<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)
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 GUARANTEED
MART INCOME BALANCED BALANCED INDEX GROWTH INTERNATIONAL INTEREST
ASSETS FUND PORTFOLIO FUND FUND FUND STOCK FUND CONTRACT
---------- --------- ---------- ---------- ----------- ------------- ------------ -------------
<S> <C>
Additions to assets attributable
to:
Investment income:
Interest and dividends $ 19,254 $ 32,282 $ 10,907 $ 12,690 $ 27,739 $ 10,743 $ 8,420 $ 227,550
Net appreciation in fair
value of investments - 9,277 21,640 37,176 427,389 584,254 6,945 -
---------- --------- ---------- ---------- ----------- ------------- ------------ -------------
19,254 41,559 32,547 49,866 455,128 594,997 15,365 227,550
Contributions:
Participant contributions 77,620 70,549 105,591 146,196 293,027 498,287 124,002 318,539
Matching employer contributions - - - - - - - -
---------- --------- ---------- ---------- ----------- ------------- ------------ -------------
77,620 70,549 105,591 146,196 293,027 498,287 124,002 318,539
---------- --------- ---------- ---------- ----------- ------------- ------------ -------------
96,874 112,108 138,138 196,062 748,155 1,093,284 139,367 546,089
Deductions from assets
attributable to:
Participant distributions and
withdrawals 70,226 28,814 7,890 11,676 292,819 218,344 33,831 932,523
Administrative expenses 635 406 161 66 486 238 10 679
---------- --------- ---------- ---------- ----------- ------------- ------------ -------------
70,861 29,220 8,051 11,742 293,305 218,582 33,841 933,202
Interfund transfers 49,263 (29,507) 52,037 (2,446) 710,142 138,137 73,641 313,441
---------- --------- ---------- ---------- ----------- ------------- ------------ -------------
Net (decrease) increase in assets 75,276 53,381 182,124 181,874 1,164,992 1,012,839 179,167 (73,672)
Assets available for plan benefits:
Beginning of year 226,824 421,830 152,569 230,675 1,346,587 1,634,309 175,812 3,009,534
---------- --------- ---------- ---------- ----------- ------------- ------------ -------------
End of year $302,100 $475,211 $334,693 $412,549 $2,511,579 $2,647,148 $ 354,979 $2,935,862
========== ========= ========== ========== =========== ============= ============ =============
</TABLE>
<TABLE>
<CAPTION>
RICHFOOD
STOCK LOANS TO CONTRIBUTIONS
FUND PARTICIPANTS RECEIVABLE TOTAL
------------ ------------ ------------ -------------
<S> <C>
Additions to assets attributable
to:
Investment income:
Interest and dividends $ 147,539 $ - $ - $ 497,124
Net appreciation in fair
value of investments 1,796,921 - - 2,883,602
------------ ------------ ------------ -------------
1,944,460 - - 3,380,726
Contributions:
Participant contributions 1,384,178 - (60,502) 2,957,487
Matching employer contributions 346,705 - (5,758) 340,947
------------ ------------ ------------ -------------
1,730,883 - (66,260) 3,298,434
------------ ------------ ------------ -------------
3,675,343 - (66,260) 6,679,160
Deductions from assets
attributable to:
Participant distributions and
withdrawals 882,689 67,784 - 2,546,596
Administrative expenses 8,045 - - 10,726
------------ ------------ ------------ -------------
890,734 67,784 - 2,557,322
Interfund transfers (1,617,528) 312,820 - -
------------ ------------ ------------ -------------
Net (decrease) increase in assets 1,167,081 245,036 (66,260) 4,121,838
Assets available for plan benefits:
Beginning of year 10,376,129 1,532,541 93,874 19,200,684
------------ ------------ ------------ -------------
End of year $11,543,210 $1,777,577 $ 27,614 $23,322,522
============ ============ ============ =============
</TABLE>
10
<PAGE>
Schedules
<PAGE>
Richfood Holdings, Inc.
Savings and Stock Ownership Plan
Employer ID #54-1438602, Plan #004
Line 27a - Schedule of Assets Held For Investment Purposes
December 31, 1998
<TABLE>
<CAPTION>
UNITS COST FAIR VALUE
--------------------------------------------------
<S> <C>
Mutual funds maintained by Prudential
Investments Retirement Services*:
MoneyMart Assets 368,367 $ 368,367 $ 368,367
Government Income Fund 51,930 458,334 480,348
Balanced Portfolio 40,232 506,358 485,195
Active Balanced Fund 41,608 544,962 539,661
Stock Index Fund 96,162 1,853,587 2,652,154
Jennison Growth Fund 201,451 2,566,697 3,690,588
International Stock Fund 26,127 478,663 507,911
----------------------------------
Total mutual funds 6,776,968 8,724,224
Guaranteed interest contract - 2,884,468 2,884,468
Richfood* Stock Fund 498,041 9,358,074 10,334,352
Loans to participants - - 1,829,167
----------------------------------
$ 19,019,510 $ 23,772,211
================= ================
</TABLE>
* Party-in-Interest
11
<PAGE>
Richfood Holdings, Inc.
Savings and Stock Ownership Plan
Employer ID #54-1438602, Plan #004
Line 27d - Schedule of Reportable Transactions
Year ended December 31, 1998
<TABLE>
<CAPTION>
EXPENSE
PURCHASE SELLING LEASE INCURRED WITH
IDENTITY OF PARTY INVOLVED DESCRIPTION OF ASSET PRICE PRICE RENTAL TRANSACTION
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C>
CATEGORY (II) - SERIES OF NON-SECURITIES TRANSACTIONS IN EXCESS OF 5% OF PLAN ASSETS:
Prudential Investments Guaranteed Interest Contract $ 668,225 $ - $ - $ -
Retirement Services* Guaranteed Interest Contract - 719,619 - -
CATEGORY (III) - SERIES OF TRANSACTIONS IN EXCESS OF 5% OF PLAN ASSETS:
Prudential Investments Stock Index Fund 738,483 - - -
Retirement Services* Stock Index Fund - 1,195,384 - -
Jennison Growth Fund 849,647 - - -
Jennison Growth Fund - 705,621 - -
**
Richfood Holdings, Inc.*
common stock 3,476,873 - - -
Richfood Holdings, Inc.*
common stock - 1,745,395 - -
</TABLE>
*Party-in-Interest
**Transactions made on the market
There were no category (i) or (iv) reportable transactions during the year ended
December 31, 1998.
<TABLE>
<CAPTION>
CURRENT VALUE
OF ASSET ON
COST OF TRANSACTION NET GAIN OR
IDENTITY OF PARTY INVOLVED DESCRIPTION OF ASSET ASSET DATE (LOSS)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C>
CATEGORY (II) - SERIES OF NON-SECURITIES TRANSACTIONS IN EXCESS OF 5% OF PLAN ASSETS:
Prudential Investments Guaranteed Interest Contract $ 668,225 $ 668,225 $ -
Retirement Services* Guaranteed Interest Contract 719,619 719,619 -
CATEGORY (III) - SERIES OF TRANSACTIONS IN EXCESS OF 5% OF PLAN ASSETS:
Prudential Investments Stock Index Fund 738,483 738,483 -
Retirement Services* Stock Index Fund 1,024,045 1,195,384 171,339
Jennison Growth Fund 849,647 849,647 -
Jennison Growth Fund 583,342 705,261 121,919
**
Richfood Holdings, Inc.*
common stock 3,476,873 3,476,873 -
Richfood Holdings, Inc.*
common stock 1,633,073 1,745,395 112,322
</TABLE>
*Party-in-Interest
**Transactions made on the market
There were no category (i) or (iv) reportable transactions during the year ended
December 31, 1998.
12
Exhibit 23
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Richfood Holdings, Inc.
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 25, 1999, 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, 1998.
/s/Ernst & Young LLP
Richmond, Virginia
June 25, 1999
