SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): August 24, 1999
RICHFOOD HOLDINGS, INC.
(Exact name of registrant as specified in charter)
Virginia 0-16900 54-1438602
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
4860 Cox Road, Suite 300
Glen Allen, Virginia 23060
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (804) 915-6000
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Not Applicable
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(former name or former address if changed since last report)
Page 1 of 4 pages.
Exhibit Index appears on page 3.
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INFORMATION TO BE INCLUDED IN REPORT
Item 5. Other Events.
On August 24, 1999, SUPERVALU INC., a Delaware corporation
("SUPERVALU"), and Richfood Holdings, Inc., a Virginia corporation ("Richfood"),
announced that the closing of SUPERVALU's acquisition of Richfood is scheduled
for August 31, 1999, subject to shareholder approval and satisfaction of other
customary conditions. The conversion ratio for each share of Richfood common
stock electing to receive shares of SUPERVALU common stock in the merger is
.8239, based on the average closing price of SUPERVALU common stock during the
20 trading day period ending on and including Friday, August 20, 1999.
Additional information with respect to the acquisition is set forth in
the press release, dated August 24, 1999, a copy of which is filed herewith as
Exhibit 99.1 and incorporated herein by reference, and Richfood's Current
Report on Form 8-K, dated June 9, 1999, disclosing the transaction.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
c) Exhibits
Number Exhibit
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99.1 Press Release
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: August 25, 1999 By: /s/ John C. Belknap
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John C. Belknap
Executive Vice President,
Chief Financial Officer and
Secretary
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EXHIBIT INDEX
Exhibit Page
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99.1 Press Release 4
Exhibit 99.1
SUPERVALU AND RICHFOOD ANNOUNCE
CLOSING DATE PENDING APPROVALS
Minneapolis, August 24 /PRNewswire/ - In accordance with the requirements of the
merger agreement, SUPERVALU INC. (NYSE: SVU) today announced that the closing of
its acquisition of Richfood Holdings, Inc. (NYSE: RFH) is scheduled to occur on
August 31, 1999, following the Richfood special shareholder meeting. The closing
is subject to Richfood shareholder approval and satisfaction of other customary
conditions. The conversion ratio for each Richfood share electing to receive
stock consideration in the merger is .8239 based on the average closing price of
SUPERVALU's common stock during the 20 day trading period ending on Friday,
August 20, 1999. As described in the proxy, in order to elect the form of
consideration to be received in the merger, Richfood shareholders need to submit
to the exchange agent a completed election form/letter of transmittal by 5:00 pm
(EDT) August 27, 1999.
The merger agreement between SUPERVALU and Richfood was announced on June 9,
1999.
SUPERVALU is the nation's largest food distributor to supermarkets and the
eleventh largest food retailer. Richfood is the largest food distributor in the
Mid-Atlantic United States and one of the largest food retailers in that region.
SOURCE SUPERVALU INC.
/CONTACT: Investor Relations, 612-828-4225, or Rita Simmer of SUPERVALU INC.,
612-828-4429/
