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:
SUPER RITE FOODS, INC.
EMPLOYEE INVESTMENT OPPORTUNITY 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.
Dated: June 29, 1999 SUPER RITE FOODS, INC.
EMPLOYEE INVESTMENT
OPPORTUNITY PLAN
By /s/ John C. Belknap
----------------------------
John C. Belknap
Executive Vice President and
Chief Financial Officer
<PAGE>
Financial Statements and Schedules
Super Rite Foods, Inc.
Employee Investment Opportunity Plan
Years ended December 31, 1998 and 1997
with Report of Independent Auditors
<PAGE>
Super Rite Foods, Inc.
Employee Investment Opportunity 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...................12
Line 27d - Schedule of Reportable Transactions...............................13
<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 Super Rite Foods, Inc. Employee Investment Opportunity 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 Super Rite
Foods, Inc. Employee Investment Opportunity 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>
Super Rite Foods, Inc.
Employee Investment Opportunity Plan
Statements of Assets Available for Plan Benefits
<TABLE>
<CAPTION>
DECEMBER 31,
1998 1997
------------------ ----------------
<S> <C>
ASSETS
Investments, at fair value:
Mutual funds $ 3,331,594 $ 2,103,864
Guaranteed interest contract 7,370,385 7,053,013
Richfood Holdings, Inc. common stock 4,180,869 5,514,754
Loans to participants 1,506,595 1,577,024
------------------ ----------------
16,389,443 16,248,655
Contributions receivable:
Participant 13,638 10,857
Matching employer 3,792 3,107
------------------ ----------------
17,430 13,964
------------------ ----------------
Assets available for plan benefits $ 16,406,873 $ $16,262,619
================== ================
</TABLE>
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
2
<PAGE>
Super Rite Foods, Inc.
Employee Investment Opportunity Plan
Statements of Changes in Assets Available for Plan Benefits
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
1998 1997
------------------ ----------------
<S> <C> <C>
Investment income:
Interest and dividends $ 619,291 $ 597,170
Net appreciation (depreciation) in fair value of
investments (802,534) 1,126,265
------------------ ----------------
(183,243) 1,723,435
Contributions:
Participant contributions 1,022,967 972,273
Matching employer contributions 289,253 280,998
------------------ ----------------
1,312,220 1,253,271
------------------ ----------------
1,128,977 2,976,706
Deductions:
Participant distributions and withdrawals 983,735 1,633,136
Administrative expenses 988 40,399
------------------ ----------------
984,723 1,673,535
------------------ ----------------
Net increase in assets available for plan benefits 144,254 1,303,171
Assets available for plan benefits at beginning of year 16,262,619 14,959,448
------------------ ----------------
Assets available for plan benefits at end of year $ 16,406,873 $ 16,262,619
================== ================
</TABLE>
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
3
<PAGE>
Super Rite Foods, Inc.
Employee Investment Opportunity 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 Super Rite Foods,
Inc. Employee Investment Opportunity 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.
4
<PAGE>
Super Rite Foods, Inc.
Employee Investment Opportunity 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),
parent company of Super Rite Foods, Inc. and its subsidiaries. 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 non-union employees of Super
Rite Foods, Inc. and its subsidiaries, a wholly-owned subsidiary of Richfood
Holdings, Inc., who are not eligible for participation in the Richfood Holdings,
Inc. Savings and Stock Ownership Plan, who have attained age 21 and have
completed six months of service.
5
<PAGE>
Super Rite Foods, Inc.
Employee Investment Opportunity Plan
Notes to Financial Statements (continued)
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 $10,000 in
1998 and $9,500 in 1997.
The Employer makes matching contributions in an amount equal to 35% of the
participant's pre-tax contributions of up to 6% of compensation. In addition,
the Employer may make discretionary contributions 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 $289,253 and $280,998 for the years ended December
31, 1998 and 1997, respectively. The Employer did not make any discretionary
contributions during 1998 or 1997.
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 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.
6
<PAGE>
Super Rite Foods, Inc.
Employee Investment Opportunity Plan
Notes to Financial Statements (continued)
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 pretax 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.
7
<PAGE>
Super Rite Foods, Inc.
Employee Investment Opportunity Plan
Notes to Financial Statements (continued)
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 August 15, 1995, 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.
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.
8
<PAGE>
Super Rite Foods, Inc.
Employee Investment Opportunity Plan
Notes to Financial Statements (continued)
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 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.
9
<PAGE>
Super Rite Foods, Inc.
Employee Investment Opportunity 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 GUARANTEED
MART INCOME BALANCED BALANCED INDEX GROWTH INTERNATIONAL INTEREST
ASSETS FUND PORTFOLIO FUND FUND FUND STOCK FUND CONTRACT
----------- ----------- ---------- --------- ---------- ----------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Additions to assets attributable
to:
Investment income:
Interest and dividends $ 5,675 $ 7,557 $ 5,549 $ 7,036 $ 8,331 $ 7,565 $ 5,783 $ 497,854
Net appreciation (depreciation)
in fair value of investments - 2,345 7,771 26,405 109,320 457,540 25,665 -
----------- ----------- ---------- --------- ---------- ----------- ----------- ------------
5,675 9,902 13,320 33,441 117,651 465,105 31,448 497,854
Contributions:
Participant contributions 11,711 16,441 19,590 33,077 72,651 121,191 44,339 609,272
Matching employer contributions - - - - - - - -
----------- ----------- ---------- --------- ---------- ----------- ----------- ------------
11,711 16,441 19,590 33,077 72,651 121,191 44,339 609,272
----------- ----------- ---------- --------- ---------- ----------- ----------- ------------
17,386 26,343 32,910 66,518 190,302 586,296 75,787 1,107,126
Deductions from assets
attributable to:
Participant distributions and
withdrawals 5,956 2,274 - 6,280 16,893 67,776 8,439 499,901
Administrative expenses - - - 5 5 - - 478
----------- ----------- ---------- --------- ---------- ----------- ----------- ------------
5,956 2,274 - 6,285 16,898 67,776 8,439 500,379
Interfund transfers (39,976) 7,823 21,775 8,841 132,642 211,282 (2,571) (289,375)
----------- ----------- ---------- --------- ---------- ----------- ----------- ------------
Net (decrease) increase in assets (28,546) 31,892 54,685 69,074 306,046 729,802 64,777 317,372
Assets available for plan benefits:
Beginning of year 133,999 86,340 111,120 178,042 298,665 1,063,030 232,668 7,053,013
----------- ----------- ---------- --------- ---------- ----------- ----------- ------------
End of year $105,453 $118,232 $165,805 $247,116 $604,711 $1,792,832 $297,445 $7,370,385
=========== =========== ========== ========= ========== =========== =========== ============
</TABLE>
<TABLE>
<CAPTION>
RICHFOOD
STOCK LOANS TO CONTRIBUTIONS
FUND PARTICIPANTS RECEIVABLE TOTAL
------------ ------------ ----------- ------------
<S> <C> <C> <C> <C>
Additions to assets attributable
to:
Investment income:
Interest and dividends $ 73,941 $ - $ - $ 619,291
Net appreciation (depreciation)
in fair value of investments (1,431,580) - - (802,534)
------------ ------------ ----------- ------------
(1,357,639) - - (183,243)
Contributions:
Participant contributions 91,914 - 2,781 1,022,967
Matching employer contributions 288,568 - 685 289,253
------------ ------------ ----------- ------------
380,482 - 3,466 1,312,220
------------ ------------ ----------- ------------
(977,157) - 3,466 1,128,977
Deductions from assets
attributable to:
Participant distributions and
withdrawals 249,678 126,538 - 983,735
Administrative expenses 500 - - 988
------------ ------------ ----------- ------------
250,178 126,538 - 984,723
Interfund transfers (106,550) 56,109 - -
------------ ------------ ----------- ------------
Net (decrease) increase in assets (1,333,885) (70,429) 3,466 144,254
Assets available for plan benefits
Beginning of year 5,514,754 1,577,024 13,964 16,262,619
------------ ------------ ----------- ------------
End of year $4,180,869 $1,506,595 $17,430 $16,406,873
============ ============ =========== ============
</TABLE>
<PAGE>
Super Rite Foods, Inc.
Employee Investment Opportunity 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> <C> <C> <C> <C> <C> <C> <C>
Additions to assets attributable to:
Investment income:
Interest and dividends $ 6,763 $6,493 $4,818 $5,610 $ 3,705 $ 7,079 $ 6,099 $ 498,430
Net appreciation in
fair value of investments - 1,982 9,820 18,051 57,982 249,720 7,422 -
---------- -------- ---------- ---------- ---------- ----------- ------------- ------------
6,763 8,475 14,638 23,661 61,687 256,799 13,521 498,430
Contributions:
Participant contributions 10,375 16,655 18,479 31,034 45,154 88,584 39,212 631,609
Matching employer contributions - - - - - - - -
---------- -------- ---------- ---------- ---------- ----------- ------------- ------------
10,375 16,655 18,479 31,034 45,154 88,584 39,212 631,609
---------- -------- ---------- ---------- ---------- ----------- ------------- ------------
17,138 25,130 33,117 54,695 106,841 345,383 52,733 1,130,039
Deductions from assets attributable
to:
Participant distributions and
withdrawals 18,845 3,118 4,493 78,572 39,262 203,569 68,438 630,819
Administrative expenses 30 - 26 - 15 5 - 2,671
---------- -------- ---------- ---------- ---------- ----------- ------------- ------------
18,875 3,118 4,519 78,572 39,277 203,574 68,438 633,490
Interfund transfers 187 (4,478) 1,870 (6,355) 84,878 58,961 29,481 (63,568)
---------- -------- ---------- ---------- ---------- ----------- ------------- ------------
Net (decrease) increase in assets (1,550) 17,534 30,468 (30,232) 152,442 200,770 13,776 432,981
Assets available for plan benefits:
Beginning of year 135,549 68,806 80,652 208,274 146,223 862,260 218,892 6,620,032
---------- -------- ---------- ---------- ---------- ----------- ------------- ------------
End of year $133,999 $86,340 $111,120 $178,042 $298,665 $1,063,030 $232,668 $7,053,013
========== ======== ========== ========== ========== =========== ============= ============
</TABLE>
<TABLE>
<CAPTION>
RICHFOOD
STOCK LOANS TO CONTRIBUTIONS
FUND PARTICIPANTS RECEIVABLE TOTAL
----------- ------------ ------------ ------------
<S> <C> <C> <C> <C>
Additions to assets attributable to:
Investment income:
Interest and dividends $ 58,173 $ - $ - $ 597,170
Net appreciation in
fair value of investments 781,288 - - 1,126,265
----------- ------------ ------------ ------------
839,461 - - 1,723,435
Contributions:
Participant contributions 120,499 - (29,328) 972,273
Matching employer contributions 277,891 - 3,107 280,998
----------- ------------ ------------ ------------
398,390 - (26,211) 1,253,271
----------- ------------ ------------ ------------
1,237,851 - (26,221) 2,976,706
Deductions from assets attributable
to:
Participant distributions and
withdrawals 487,592 98,428 - 1,633,136
Administrative expenses 37,652 - - 40,399
----------- ------------ ------------ ------------
525,244 98,428 - 1,673,535
Interfund transfers (357,687) 256,711 - -
----------- ------------ ------------ ------------
Net (decrease) increase in assets 354,920 158,283 (26,221) 1,303,171
Assets available for plan benefits:
Beginning of year 5,159,834 1,418,741 40,185 14,959,448
----------- ------------ ------------ ------------
End of year $5,514,754 $1,577,024 $13,964 $16,262,619
=========== ============ ============ ============
</TABLE>
<PAGE>
Schedules
<PAGE>
Super Rite Foods, Inc.
Employee Investment Opportunity Plan
Employer ID #54-1438602, Plan #009
Line 27a - Schedule of Assets Held For Investment Purposes
December 31, 1998
<TABLE>
<CAPTION>
UNITS COST FAIR VALUE
-------------- ------------------ ------------------
<S> <C> <C> <C>
Mutual funds maintained by Prudential
Investments Retirement Services*:
MoneyMart Assets 105,453 $ 105,453 $ 105,453
Government Income Fund 12,782 113,140 118,232
Balanced Portfolio 13,748 173,724 165,805
Active Balanced Fund 19,053 236,961 247,116
Stock Index Fund 21,926 448,336 604,711
Jennison Growth Fund 97,862 1,241,542 1,792,832
International Stock Fund 15,301 261,628 297,445
------------------ ------------------
Total mutual funds 2,580,784 3,331,594
Guaranteed interest contract - 7,370,385 7,370,385
Richfood* Stock Fund 201,488 3,778,199 4,180,869
Loans to participants - - 1,506,595
================== ==================
$ 13,729,368 $ 16,389,443
================== ==================
</TABLE>
*Party-in-interest
<PAGE>
Super Rite Foods, Inc.
Employee Investment Opportunity Plan
Employer ID #54-1438602, Plan #009
Line 27a - Schedule of Assets Held For Investment Purposes
December 31, 1998
<TABLE>
<CAPTION>
EXPENSE
SELLING LEASE INCURRED WITH COST OF
IDENTITY OF PARTY INVOLVED DESCRIPTION OF ASSET PURCHASE PRICE PRICE RENTAL TRANSACTION ASSET
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
CATEGORY (ii) - SERIES OF NON-SECURITIES TRANSACTIONS IN EXCESS OF 5% OF PLAN
ASSETS:
Prudential Investments Guaranteed Interest Contract $1,309,883 $ - $ - $ - $1,309,883
Retirement Services* Guaranteed Interest Contract - 992,511 - - 992,511
CATEGORY (iii) - SERIES OF TRANSACTIONS IN EXCESS OF 5% OF PLAN ASSETS:
Richfood Holdings, Inc.*
** common stock 556,798 - - - 556,798
Richfood Holdings, Inc.*
common stock - 459,103 - - 364,479
</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 NET GAIN OR
TRANSACTION DATE (LOSS)
---------------------------------
<S> <C> <C>
CATEGORY (ii) - SERIES OF NON-SECURITIES TRANSACTIONS IN EXCESS OF 5% OF PLAN
ASSETS:
Prudential Investments Guaranteed Interest Contract $1,309,883 $ -
Retirement Services* Guaranteed Interest Contract 992,511 -
CATEGORY (iii) - SERIES OF TRANSACTIONS IN EXCESS OF 5% OF PLAN ASSETS:
Richfood Holdings, Inc.*
** common stock 556,798 -
Richfood Holdings, Inc.*
common stock 459,103 94,624
</TABLE>
* Party-in-interest
**Transactions made on the market
There were no category (i) or (iv) reportable transactions during the year ended
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. 333-1251) pertaining to the Super Rite Foods, Inc. Employee Investment
Opportunity Plan of our report dated June 25, 1999, with respect to the
financial statements and schedules of the Super Rite Foods, Inc. Employee
Investment Opportunity 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
