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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9/A
(AMENDMENT NO. 1)
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
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SUPER FOOD SERVICES, INC.
(Name of Subject Company)
SUPER FOOD SERVICES, INC.
(Name of Person(s) Filing Statement)
Common Shares, $1.00 Par Value Per Share
(Title of Class of Securities)
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867 884 10 8
(CUSIP Number of Class of Securities)
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JOHN DEMOS, ESQ.
Secretary and General Counsel
Super Food Services, Inc.
3233 Newmark Drive,
Dayton, Ohio 45342
(937) 439-7500
(Name, address and telephone number of person authorized to receive notice
and communications on behalf of the person(s) filing statement)
WITH A COPY TO:
J. MICHAEL HERR, ESQ.
Thompson Hine & Flory LLP
2000 Courthouse Plaza, N.E.
Dayton, Ohio 45401-8801
(937) 443-6600
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This Amendment No. 1 amends and supplements the Solicitatation/recommendation
to Schedule 14D-9 filed on October 9, 1996 (as amended to date, the
"Schedule 14D-9") by Super Food Services, Inc., a Delaware Company (the
"Company") in connection with Offer made by NFC Acquisition Corporation, a
Delaware corporation (the "Purchaser"), a wholly owned subsidiary of
Nash-Finch Company, a Delaware Corporatoin (the "Parent"). Each of the
defined terms used in this Amendment No. 1 has the meaning assigned to it in
the Schedule 14D-9.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
(1) Agreement and Plan of Merger, dated as of October 8, 1996, among the
Company, Parent and Purchaser.*
(2) Letter to stockholders of the Company dated October 9, 1996.*
(3) Opinion of Lazard Freres & Co. LLC dated October 8, 1996.**
(4) Text of Press Release dated October 8, 1996.*
(5) Stockholder Agreement dated as of October 8, 1996 among the Parent,
Purchaser and Tendering Stockholders.*
(6) First Amendment to Rights Agreement.*
(7) Amendment to Employment Agreement of Jack Twyman.*
(8) Amendment to Employment Agreement of John Demos.*
(9) Confidentiality Agreement between the Company and the Parent dated
February 29, 1996.*
(10) Amendment 2 to the Company's Supplemental Executive Retirement Plan.*
(11) Text of Press Release dated October 9, 1996.*
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* Previously Filed
** Filed herewith
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: November 6, 1996 By: /s/ JACK TWYMAN
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Name: Jack Twyman
CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER
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LAZARD FRERES & CO. LLC
200 WEST MADISON STREET
SUITE 2200
CHICAGO, ILLINOIS 60606-3416
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TELEPHONE (312) 407-6600 CHICAGO
FACSIMILE (312) 407-6620
October 8, 1996
The Board of Directors
Super Food Services, Inc.
3233 Newmark Drive
Miamisburg, Ohio 45342
Dear Members of the Board:
We understand that Super Food Services, Inc. (the "Company") and Nash-Finch
Company ("Nash-Finch") and NFC Acquisition Corporation ("NFC") have entered into
an Agreement and Plan of Merger, dated as of October 8, 1996 (the "Agreement"),
pursuant to which all of the outstanding common stock, par value $1.00 per share
("Common Stock") of the Company will be acquired by NFC (the "Acquisition") for
a price equal to $15.50 per share in cash.
You have requested our opinion as to the fairness, from a financial point
of view, to the holders of Common Stock of the consideration to be received
in the Acquisition. In connection with this opinion, we have: (i) reviewed
the financial terms and conditions of the Agreement; (ii) analyzed certain
historical business and financial information relating to the Company; (iii)
reviewed various financial forecasts and other data provided to us by the
Company; (iv) held discussions with members of the senior management of the
Company with respect to the business and prospects of the Company; (v)
reviewed public information with respect to certain other companies in lines
of business we believed to be generally comparable to the business of the
Company; (vi) reviewed the financial terms of certain business combinations
involving companies in lines of business we believed to be generally
comparable to those of the Company, and in other industries generally; (vii)
reviewed the historical prices and trading volumes of the Company's Common
Stock; and (viii) conducted such other financial studies, analyses and
investigations as we deemed appropriate.
We have relied upon the accuracy and completeness of the foregoing
information, and have not assumed any responsibility for any independent
verification of such information or any independent valuation or appraisal of
any of the assets or liabilities of the Company. With respect to financial
forecasts, we have assumed that they have been reasonably prepared on bases
reflecting the best currently available estimates and judgments of management of
the Company as to the future financial performance of the Company. We assume no
responsibility for and express no view as to such forecasts or the assumptions
on which they are based. We have not reviewed any other documents, proxy
statement or similar documents that may be prepared for use in connection with
the Acquisition.
Further, our opinion is necessarily based on economic, monetary, market and
other conditions as in effect on, and the information made available to us as
of, the date hereof.
In rendering our opinion, we have assumed that the Acquisition will be
consummated on the terms described in the Agreement, without any waiver of any
material terms or conditions by the Company. You have not requested us to
solicit, nor have we solicited, third party indications of interest with respect
to a transaction with the Company. This opinion does not address the Company's
underlying business decision to effect the Acquisition.
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LAZARD FRERES & CO. LLC
Lazard Freres & Co. LLC will receive a fee for rendering this opinion which
is contingent upon the closing of the Acquisition. The Company has also agreed
to indemnify us against certain liabilities in connection with our engagement.
Our engagement and the opinion expressed herein are for the benefit of
the Board of Directors of the Company in connection with its consideration of
the Acquisition. This opinion in not intended and does not constitute a
recommendation to any stockholder of the Company as to whether such holder
should tender shares of Common Stock or vote for any subsequent Merger. It is
understood that this letter may not be disclosed or otherwise referred to
without our prior consent, except as may otherwise be required by law or by a
court of competent jurisdiction and except that this letter may be set forth
in its entirety in material that may be provided to the stockholders of the
Company or filed with the Securities and Exchange Commission.
Based on and subject to the foregoing, we are of the opinion that the
consideration to be received by the holders of Common Stock in the Acquisition
is fair to such holders from a financial point of view.
Very truly yours,
LAZARD FRERES & CO. LLC
By /s/ PATRICK J. CALLAHAN, JR.
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Patrick J. Callahan, Jr.
Managing Director
