** **

**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C.20549**

** **

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**FORM 10-K/A**

**(Amendment No. 1)**

 

| **ý**                                                                                                                                                                                                                                                                                                     | **ANNUAL  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT OF 1934**     |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                           |                                                                                                |
| **For the fiscal year ended: December 28, 2002**                                                                                                                                                                                                                                                          |
|                                                                                                                                                                                                                                                                                                           |                                                                                                |
| **o**                                                                                                                                                                                                                                                                                                          | **TRANSITION  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT OF 1934** |
|                                                                                                                                                                                                                                                                                                           |                                                                                                |
| **For the Transition Period                          to                        .** |
|                                                                                                                                                                                                                                                                                                           |                                                                                                |
| **Commission file number: 0-785**                                                                                                                                                                                                                                                                              |
|                                                                                                                                                                                                                                                                                                           |                                                                                                |

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**NASH-FINCH COMPANY**

(Exact name of Registrant as specified in its charter) 

 

| **Delaware**                                                                            |   | **41-0431960**                        |
|-----------------------------------------------------------------------------------------|--------|---------------------------------------|
| (State  of Incorporation)                                                               |   | (I.R.S.  Employer Identification No.) |
|                                                                                    |   |                                  |
| **7600 France Avenue South  P.O. Box 355  Minneapolis, Minnesota**                 |   | **55440-0355**                        |
| (Address  of principal executive offices)                                               |   | (Zip  Code)                           |
|                                                                                    |   |                                  |
| Registrant’s  telephone number, including area code: **(952) 832-0534**       |
|                                                                                    |   |                                  |
| Securities  registered pursuant to Section 12(b) of the Act: **None**              |
|                                                                                    |   |                                  |
| Securities  registered pursuant to Section 12(g) of the Act:                       |
|                                                                                    |   |                                  |
| **Common Stock, par value $1.66****2⁄3****per share  Common Stock Purchase Rights** |

 

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Indicate by check markwhether the Registrant (1) has filed all reports required to be filed bySection 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months, and (2) has been subject to such filingrequirements for the past 90 days. Yes o    No ý

 

Indicate by check mark ifdisclosure of delinquent filers pursuant to Item 405 ofRegulation S-K is not contained herein, and will not be contained, to thebest of Registrant’s knowledge, in definitive proxy or information statementsincorporated by reference in Part III of this Form 10-K or anyamendment to this Form 10-K. o

 

Indicate by check markwhether the Registrant is an accelerated filer (as defined in Rule 12b-2of the Act). Yes ý    No o

 

The aggregate market valueof the voting stock held by non-affiliates of the Registrant as ofJune 15, 2002 (the last business day of the Registrant’s most recentlycompleted second fiscal quarter) was $342,655,096, based on the last reportedsale price of $29.50 on the NASDAQ National Market on the last trading dayprior to such date.

 

As of April 30, 2003,11,943,217 shares of Common Stock of the Registrant were outstanding.

 

**DOCUMENTS INCORPORATED BY REFERENCE: None.**

 

 

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**AMENDMENT NO. 1**

 

**TO**

 

**ANNUAL REPORT ON FORM 10-K**

 

The Report of IndependentAuditors on page 34 of Nash Finch Company’s Annual Report on Form 10-K for thefiscal year ended December 28, 2002 (the “Report”) is hereby amended to includethe conformed signature of Ernst & Young LLP, which was inadvertentlyomitted from the May 15, 2003 electronic filing of the Report.  No other changes have been made to thefinancial statements and other information included in Part II, Item 8 –“Financial Statements and Supplementary Data” of the Report in which the Reportof Independent Auditors appears.  Asamended, the Report of Independent Auditors reads as follows:

 

**REPORT OF INDEPENDENT AUDITORS**

 

The Board of Directors andStockholders

Nash Finch Company:

 

Wehave audited the accompanying consolidated balance sheets of Nash Finch Companyand subsidiaries as of December 28, 2002 and December 29, 2001, andthe related consolidated statements of income, stockholders’ equity, and cashflows for each of the three years in the period ended December 28, 2002.Our audits also included the financial statement schedule listed in the Indexat Item 15(2). These financial statements and schedule are the responsibilityof the Company’s management. Our responsibility is to express an opinion onthese financial statements and schedule based on our audits.

 

Weconducted our audits in accordance with auditing standards generally acceptedin the United States. Those standards require that we plan and perform theaudit to obtain reasonable assurance about whether the financial statements arefree of material misstatement. An audit includes examining, on a test basis,evidence supporting the amounts and disclosures in the financial statements. Anaudit also includes assessing the accounting principles used and significantestimates made by management, as well as evaluating the overall financialstatement presentation. We believe that our audits provide a reasonable basisfor our opinion.

 

Inour opinion, the financial statements referred to above present fairly, in all materialrespects, the consolidated financial position of Nash Finch Company andsubsidiaries at December 28, 2002 and December 29, 2001, and theconsolidated results of their operations and their cash flows for each of thethree years in the period ended December 28, 2002, in conformity withaccounting principles generally accepted in the United States. Also, in ouropinion, the related financial statement schedule, when considered in relationto the basic financial statements taken as a whole, presents fairly, in allmaterial respects, the information set forth therein.

 

Asdiscussed in Note 1 to the consolidated financial statements, effectiveDecember 30, 2001, the Company adopted Statement of Financial AccountingStandards No. 142, *“Goodwill and OtherIntangible Assets.”*

 

 
| May 12,  2003      | /s/  Ernst & Young LLP |   |
|-------------------------|----------------------------|--------|
| Minneapolis,  Minnesota |                       |

 

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**SIGNATURES**

 

Pursuantto the requirements of Section 13 or 15(d) of the Securities Exchange Actof 1934, the Registrant has duly caused this Amendment No. 1 to the Report tobe signed on its behalf by the undersigned, thereunto duly authorized. 

 
| Dated: May 27, 2003 | NASH-FINCH COMPANY |
|---------------------|--------------------|
|                |               |
|                | By                 | /s/  Robert  B.Dimond |   |
|                |               | Robert B. Dimond |
|                |               | Executive Vice President,  Chief Financial  Officer |

 

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I, Ron Marshall, certifythat:

 

1.      I have reviewed this amended annualreport on Form 10-K/A of Nash-Finch Company;

 

2.     Basedon my knowledge, this annual report does not contain any untrue statement of amaterial fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, notmisleading with respect to the period covered by this annual report;

 

3.     Basedon my knowledge, the financial statements, and other financial informationincluded in this annual report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the registrant asof, and for, the periods presented in this annual report;

 

4.     Theregistrant’s other certifying officer and I are responsible for establishingand maintaining disclosure controls and procedures (as defined in Exchange ActRules 13a-14 and 15d-14) for the registrant and have:

 

(a)   designedsuch disclosure controls and procedures to ensure that material informationrelating to the registrant, including its consolidated subsidiaries, is madeknown to us by others within those entities, particularly during the period inwhich this annual report is being prepared;

 

(b)   evaluatedthe effectiveness of the registrant’s disclosure controls and procedures as ofa date within 90 days prior to the filing date of this annual report (the“Evaluation Date”); and

 

(c)   presentedin this annual report our conclusions about the effectiveness of the disclosurecontrols and procedures based on our evaluation as of the Evaluation Date;

 

5.     Theregistrant’s other certifying officer and I have disclosed, based on our mostrecent evaluation, to the registrant’s auditors and the audit committee ofregistrant’s board of directors (or persons performing the equivalentfunctions):

 

(a)   allsignificant deficiencies in the design or operation of internal controls whichcould adversely affect the registrant’s ability to record, process, summarizeand report financial data and have identified for the registrant’s auditors anymaterial weaknesses in internal controls; and

 

(b)   anyfraud, whether or not material, that involves management or other employees whohave a significant role in the registrant’s internal controls; and

 

6.     Theregistrant’s other certifying officer and I have indicated in this annualreport whether there were significant changes in internal controls or in otherfactors that could significantly affect internal controls subsequent to thedate of our most recent evaluation, including any corrective actions withregard to significant deficiencies and material weaknesses. 

 
| Dated: May 27, 2003 | By:                             | /s/  Ron  Marshall |   |
|---------------------|---------------------------------|------------------------------|--------|
|                | Name: Ron Marshall              |
|                | Title: Chief Executive  Officer |

 

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I, Robert B. Dimond, certifythat:

 

1.     Ihave reviewed this amended annual report on Form 10-K/A of Nash-FinchCompany;

 

2.     Basedon my knowledge, this annual report does not contain any untrue statement of amaterial fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, notmisleading with respect to the period covered by this annual report;

 

3.     Basedon my knowledge, the financial statements, and other financial informationincluded in this annual report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the registrant asof, and for, the periods presented in this annual report;

 

4.     Theregistrant’s other certifying officer and I are responsible for establishingand maintaining disclosure controls and procedures (as defined in Exchange ActRules 13a-14 and 15d-14) for the registrant and have:

 

(a)   designedsuch disclosure controls and procedures to ensure that material informationrelating to the registrant, including its consolidated subsidiaries, is madeknown to us by others within those entities, particularly during the period inwhich this quarterly report is being prepared;

 

(b)   evaluatedthe effectiveness of the registrant’s disclosure controls and procedures as ofa date within 90 days prior to the filing date of this annual report (the“Evaluation Date”); and

 

(c)   presentedin this annual report our conclusions about the effectiveness of the disclosurecontrols and procedures based on our evaluation as of the Evaluation Date;

 

5.     Theregistrant’s other certifying officer and I have disclosed, based on our mostrecent evaluation, to the registrant’s auditors and the audit committee ofregistrant’s board of directors (or persons performing the equivalentfunctions):

 

(a)   allsignificant deficiencies in the design or operation of internal controls whichcould adversely affect the registrant’s ability to record, process, summarizeand report financial data and have identified for the registrant’s auditors anymaterial weaknesses in internal controls; and

 

(b)   anyfraud, whether or not material, that involves management or other employees whohave a significant role in the registrant’s internal controls; and

 

6.     Theregistrant’s other certifying officer and I have indicated in this annualreport whether there were significant changes in internal controls or in otherfactors that could significantly affect internal controls subsequent to thedate of our most recent evaluation, including any corrective actions withregard to significant deficiencies and material weaknesses. 

 
| Dated: May 27, 2003 | By:                    | /s/  Robert B.  Dimond                       |   |
|---------------------|------------------------|--------------------------------------------------------|--------|
|                | Name: Robert B. Dimond |
|                | Title:                 | Executive Vice President  and Chief  Financial Officer |
|                     |                        |                                                        |        |  |

 

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