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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 15
CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(G)
OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE
REPORTS UNDER SECTIONS 13 AND 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934.
Commission File Number 1-16900
Richfood Holdings, Inc.
(Exact name of registrant as specified in its charter)
4860 Cox Road, Suite 300, Glen Allen, VA 23060, (804) 915-6000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
Common Stock, without par value
(Title of each class of securities covered by this Form)
NONE
(Titles of all other classes of securities for which a duty to file reports
under section 13(a) or 15(d) remains)
Please place an X in the box(es) to designate the appropriate rule
provision(s) relied upon to terminate or suspend the duty to file reports:
Rule 12g-4(a)(1)(i) |X| Rule l2h-3(b)(1)(i) |X|
Rule 12g-4(a)(1)(ii) |_| Rule 12h-3(b)(1)(ii) |_|
Rule 12g-4(a)(2)(i) |_| Rule 12h-3(b)(2)(i) |_|
Rule l2g-4(a)(2)(ii) |_| Rule 12h-3(b)(2)(ii) |_|
Rule l5d-6 |_|
Approximate number of holders of record as of the certification or notice
date: 0
Effective as of August 31, 1999, Richfood Holdings, Inc., a
Virginia corporation ("Richfood") merged with and into Winter Acquisition,
Inc., a Delaware corporation and a wholly-owned subsidiary of SUPERVALU
INC., a Delaware corporation, with Winter Acquisition, Inc. as the
surviving corporation in such merger. In connection therewith, each
outstanding share of Common Stock of Richfood was (i) converted into common
stock of SUPERVALU INC., (ii) converted into cash or (iii) cancelled.
Pursuant to the requirements of the Securities Exchange Act of
1934, SUPERVALU INC., a Delaware corporation, as successor issuer to
Richfood Holdings, Inc., a Virginia corporation, has caused this
certification/notice to be signed on its behalf by the undersigned duly
authorized person.
Date: August 31, 1999 By: /s/ Sherry M. Smith
----------------------------- --------------------------
Name: Sherry M. Smith
Title: Vice President and
Controller
Instruction: This form is required by Rules 12g-4, 12h-3 and 15d-6 of the
General Rules and Regulations under the Securities Exchange Act of 1934.
The registrant shall file with the Commission three copies of Form 15, one
of which shall be manually signed. It may be signed by an officer of the
registrant, by counsel or by any other duly authorized person. The name and
title of the person signing the form shall be typed or printed under the
signature.
POTENTIAL PERSONS WHO ARE TO RESPOND TO THE
SEC 2069 (3-99) COLLECTION OF INFORMATION CONTAINED IN THIS
FORM ARE NOT REQUIRED TO RESPOND
UNLESS THE FORM DISPLAYS A CURRENTLY
VALID OMB CONTROL NUMBER.
