-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Q+Mk+Kba9FXTxXmlOjstq1l4wjsEGIt2KGu9qN4EV2Ku5iR3yMtKyluZXFURzNkv hgSTJtA7dRXD8UunIZMB4A== 0000037912-96-000029.txt : 19961121 0000037912-96-000029.hdr.sgml : 19961121 ACCESSION NUMBER: 0000037912-96-000029 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19961112 DATE AS OF CHANGE: 19961119 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: KASH N KARRY FOOD STORES INC CENTRAL INDEX KEY: 0000842913 STANDARD INDUSTRIAL CLASSIFICATION: 5411 IRS NUMBER: 954161591 STATE OF INCORPORATION: DE FISCAL YEAR END: 0730 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-44157 FILM NUMBER: 96660155 BUSINESS ADDRESS: STREET 1: 6422 HARNEY RD CITY: TAMPA STATE: FL ZIP: 33610 BUSINESS PHONE: 8136210276 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FOOD LION INC CENTRAL INDEX KEY: 0000037912 STANDARD INDUSTRIAL CLASSIFICATION: 5411 IRS NUMBER: 560660192 STATE OF INCORPORATION: NC FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: P O BOX 1330 STREET 2: 2110 EXECUTIVE DR CITY: SALISBURY STATE: NC ZIP: 28145 BUSINESS PHONE: 7046338250 MAIL ADDRESS: STREET 1: P O BOX 1330 STREET 2: 2110 EXECUTIVE DR CITY: SALISBURY STATE: NC ZIP: 28145 FORMER COMPANY: FORMER CONFORMED NAME: FOOD TOWN STORES INC DATE OF NAME CHANGE: 19830510 SC 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 KASH N' KARRY FOOD STORES, INC. (Name of Issuer) COMMON STOCK, $0.01 PAR VALUE (Title of Class of Securities) 48577P106 (CUSIP Number) R. William McCanless Senior Vice President and Chief Administrative Officer Food Lion, Inc. 2110 Executive Drive Salisbury, North Carolina 28145-1330 (704) 633-8250 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 31, 1996 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d- 1(b)(3) or (4), check the following box { }. Check the following box if a fee is being paid with this statement { }. CUSIP No. 48577P106 (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Food Lion, Inc. IRS Employer Identification No. 56-0660192 (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) { } (b) { } (3) SEC USE ONLY (4) SOURCE OF FUNDS BK (5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) { } (6) CITIZENSHIP OR PLACE OF ORGANIZATION North Carolina NUMBER OF SHARES (7) SOLE VOTING POWER BENEFICIALLY OWNED 0 BY EACH REPORTING (8) SHARED VOTING POWER PERSON WITH 3,134,942 (9) SOLE DISPOSITIVE POWER 3,134,942* (10) SHARED DISPOSITIVE POWER 0 (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,134,942* (12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES { } (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 67.1%** (14) TYPE OF REPORTING PERSON CO * Beneficial ownership of these shares is being reported as a result of the Stockholders Agreement and the Irrevocable Proxies, both of which are described in Items 4 and 6 hereof. The option(the "Option")granted to KK Acquisition Corp., a wholly-owned indirect subsidiary of Food Lion, Inc., pursuant to the Stockholders Agreement is not yet exercisable. Food Lion, Inc. disclaims beneficial ownership of these shares pursuant to Rule 13d-4 under the Securities Exchange Act of 1934, as amended. See Item 5 hereof. ** Gives effect to the exercise of the Option by KK Acquisition Corp. for the purchase of shares of Kash n' Karry Food Stores, Inc. Common Stock pursuant to the Stockholders Agreement. CUSIP No. 48577P106 (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON FLI Holding Corp. IRS Employer Identification No. 56-1997227 (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) { } (b) { } (3) SEC USE ONLY (4) SOURCE OF FUNDS AF (5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) { } (6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES (7) SOLE VOTING POWER BENEFICIALLY OWNED 0 BY EACH REPORTING (8) SHARED VOTING POWER PERSON WITH 3,134,942* (9) SOLE DISPOSITIVE POWER 3,134,942* (10) SHARED DISPOSITIVE POWER 0 (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,134,942* (12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES { } (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 67.1%** (14) TYPE OF REPORTING PERSON CO * Beneficial ownership of these shares is being reported as a result of the Stockholders Agreement and the Irrevocable Proxies, both of which are described in Items 4 and 6 hereof. The option (the "Option") granted to KK Acquisition Corp., a wholly-owned subsidiary of FLI Holding Corp., pursuant to the Stockholders Agreement is not yet exercisable. FLI Holding Corp. disclaims beneficial ownership of these shares pursuant to Rule 13d-4 under the Securities Exchange Act of 1934, as amended. See Item 5 hereof. ** Gives effect to the exercise of the Option by KK Acquisition Corp. for the purchase of shares of Kash n' Karry Food Stores, Inc. Common Stock pursuant to the Stockholders Agreement. CUSIP No. 48577P106 (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON KK Acquisition Corp. IRS Employer Identification No. 56-1997232 (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) { } (b) { } (3) SEC USE ONLY (4) SOURCE OF FUNDS AF (5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) { } (6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES (7) SOLE VOTING POWER BENEFICIALLY OWNED 0 BY EACH REPORTING (8) SHARED VOTING POWER PERSON WITH 3,134,942* (9) SOLE DISPOSITIVE POWER 3,134,942* (10) SHARED DISPOSITIVE POWER 0 (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,134,942* (12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES { } (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 67.1%** (14) TYPE OF REPORTING PERSON CO * Beneficial ownership of these shares is being reported as a result of the Stockholders Agreement and Irrevocable Proxies, both of which are described in Items 4 and 6 hereof. The option (the "Option") granted to KK Acquisition Corp. pursuant to the Stockholders Agreement is not yet exercisable. KK Acquisition Corp. disclaims beneficial ownership of these shares pursuant to Rule 13d-4 under the Securities Exchange Act of 1934, as amended. See Item 5 hereof. ** Gives effect to the exercise of the Option by KK Acquisition Corp. for the purchase of shares of Kash n' Karry Food Stores, Inc. Common Stock pursuant to the Stockholders Agreement. Item 1. Security and Issuer. This Schedule 13D relates to the common stock, $0.01 par value per share (the "Kash n' Karry Common Stock"), of Kash n' Karry Food Stores, Inc. ("Kash n' Karry"), a Delaware corporation. The principal executive offices of Kash n' Karry are located at 6422 Harney Road, Tampa, Florida 33610. Item 2. Identity and Background. This Schedule 13D is being filed jointly by Food Lion, Inc. ("Food Lion"), a North Carolina corporation, FLI Holding Corp., a Delaware corporation and a wholly owned subsidiary of Food Lion ("FLI Holding"), and KK Acquisition Corp., a Delaware corporation and a whollyowned subsidiary of FLI Holding ("Sub" and together with Food Lion and FLI Holding, the "Reporting Persons"). The agreement among the Reporting Persons relating to joint filing of this statement is attached as Exhibit 1 hereto. Food Lion operates a chain of retail food supermarkets principally in the southeastern United States. Food Lion's principal executive offices are located at 2110 Executive Drive, Salisbury, North Carolina 28145-1330. The name, business address, present principal occupation and citizenship of each executive officer and director of Food Lion are set forth in Exhibit 2 to this Schedule 13D which is incorporated herein by this reference. FLI Holding is a holding company engaged solely in holding all of the capital stock of Sub. FLI Holding's principal executive offices are located at 2110 Executive Drive, Salisbury, North Carolina 28145-1330. The name, business address, present principal occupation and citizenship of each executive officer and director of FLI Holding are set forth in Exhibit 3 to this Schedule 13D which is incorporated herein by this reference. Sub is a corporation that has been specially formed for the purpose of the Merger (as more particularly described in Items 4 and 6). Sub's principal executive offices are located at 2110 Executive Drive, Salisbury, North Carolina 28145-1330. The name, business address, present principal occupation and citizenship of each executive officer and director of Sub are set forth in Exhibit 4 to this Schedule 13D which is incorporated herein by this reference. As of October 11, 1996 Etablissements Delhaize Freres et Cie "Le Lion" S.A.("Delhaize"),a Belgian corporation, and its wholly owned subsidiary, Delhaize The Lion America, Inc., a Delaware corporation ("DETLA"),owned in the aggregate 39.5% and 51.7%, respectively, of the outstanding Class A Common Stock and the Class B Common Stock of Food Lion. Delhaize is engaged primarily in the operation of supermarkets located in Belgium and supplied by its own warehouse facilities, the operation of other retail food outlets and the packaging, distribution and sale of wine, food and food products. Delhaize's principal executive offices are located at rue Osseghem, 53, 1080 Brussels, Belgium. The name, business address, present principal occupation and citizenship of each executive officer and director of Delhaize are set forth in Exhibit 5 to this Schedule 13D which is incorporated herein by this reference. DETLA is a holding company engaged solely in holding shares of Food Lion and Super Discount Markets, Inc., a corporation that owns and operates Cub Foods, a grocery chain of 13 supermarkets in the Atlanta, Georgia, area. As of October 11,1996, DETLA held 60% of the issued and outstanding common stock of Super Discount Markets, Inc. DETLA's principal executive offices are located at Atlanta Plaza, Suite 2160, 950 East Paces Ferry Road, Atlanta, Georgia 30326. The name, business address, present principal occupation and citizenship of each executive officer and director of DETLA are set forth in Exhibit 6 to this Schedule 13D which is incorporated herein by this reference. Other than Delhaize, DETLA and the executive officers and directors of Food Lion, Delhaize and DETLA, there are no persons or corporations controlling or ultimately in control of Food Lion. During the last five years, to the best knowledge of the Reporting Person, none of the Reporting Persons, DETLA or their respective executive officers or directors, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which any of such corporations or such persons was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws, and which judgment, decree or final order was not subsequently vacated. Item 3 Source and Amount of Funds or Other Consideration. Pursuant to a Stockholders Agreement (the "Stockholders Agreement"), dated as of October 31, 1996, among Food Lion, Sub, Kash n' Karry and BankAmerica Capital Corporation, Citicorp North America, Inc., Landmark Equity Partners III, L.P., Landmark Equity Partners IV, L.P., The Prudential Insurance Company of America, Prudential Property & Casualty Company, Pruco Life Insurance Company of Arizona, PaineWebber Capital Inc., UBS Capital LLC, High Yield Portfolio, IDS Bond Fund, Inc., IDS Life Advantage Fund,Pruco Life Insurance Company and Wells, Fargo & Company (collectively, the "Certain Stockholders"), the Certain Stockholders granted to Sub an irrevocable option (the "Option") to purchase, under certain circumstances and subject to certain adjustments, up to 3,134,942 shares of the issued and outstanding Kash n' Karry Common Stock, at a price of $26.00 per share or any higher price per share paid in a tender offer (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) by Sub (the "Offer"), payable in cash. The shares of Kash n' Karry Common Stock subject to the Option equal approximately 67.1% of the outstanding Kash n' Karry Common Stock. The Option was granted by the Certain Stockholders as a condition of and in consideration for Food Lion and Sub entering into the Merger Agreement, dated as of October 31, 1996, among Food Lion, Sub and Kash n' Karry. A copy of the Merger Agreement was filed as Exhibit 2 to the Current Report on Form 8- K filed by Food Lion on November 4, 1996, and is incorporated herein by reference. The exercise of the Option for the number of shares covered by the Stockholders Agreement would require aggregate funds of at least $81,508,492, subject to increase if the price per share of Kash n'Karry Common Stock in an offer is greater than $26.00. It is anticipated that, should the Option become exercisable and should Sub determine to exercise the Option, Sub would obtain the funds for purchase from Food Lion in the form of a capital contribution or loan. Food Lion has engaged Chase Securities, Inc. to arrange for borrowings in the event that the Option should become exercisable and Sub determines to exercise the Option. The Stockholders Agreement was filed as Exhibit 10 to the Current Report on Form 8-K filed by Food Lion on November 4, 1996, and is incorporated herein by this reference. The foregoing description of the Stockholders Agreement is qualified in its entirety by reference to the Stockholders Agreement. Item 4. Purpose of Transaction. In connection with the execution of the Stockholders Agreement, Food Lion, Sub and Kash n' Karry entered into the Merger Agreement, pursuant to which, among other matters and subject to the terms and conditions set forth in the Merger Agreement, Sub will merge (the "Merger") with and into Kash n' Karry. The Option was granted by the Certain Stockholders as a condition of and in consideration for Food Lion and Sub entering into the Merger Agreement. As more fully described in Item 6 hereof, consummation of the Merger is subject to certain conditions, including: (i) receipt of the approval of the Merger Agreement by the holders of a majority of the outstanding shares of Kash n' Karry Common Stock; (ii) expiration or termination of all waiting periods applicable to the consummation of the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"); and (iii) satisfaction of certain other conditions set forth in the Merger Agreement. Pursuant to the Merger Agreement, (a) the officers of the surviving corporation in the Merger will be the officers of Sub, (b) the directors of the surviving corporation in the Merger will be the directors of Sub, (c) each issued and outstanding share of Kash n' Karry Common Stock will be converted into the right to receive $26.00 or any higher price per share paid in the Offer, (d) the certificate of incorporation of the surviving corporation shall be as set forth in Exhibit B to the Merger Agreement, and (e) the bylaws of Sub as in effect immediately prior to the Effective Time (as defined in the Merger Agreement) shall be the bylaws of the surviving corporation until thereafter amended. The foregoing description of the Merger Agreement is qualified in its entirety by reference to the Merger Agreement filed as Exhibit 2 to the Current Report on Form 8-K filed by Food Lion on November 4, 1996. Prior to the execution of the Merger Agreement and the Stockholders Agreement, the Rights Agreement, dated as of April 13, 1995, between Kash n'Karry and Fleet National Bank (successor in interest to Shawmut Bank Connecticut,N.A.), as Rights Agent,as amended by the First Amendment to Rights Agreement dated June 13, 1995, was amended by a Second Amendment to Rights Agreement dated as of October 30, 1996 (as amended, the "Rights Agreement"), to enable Food Lion and Sub (but no other third party) to enter into the Merger Agreement and consummate the transactions contemplated thereby without triggering the issuance of Rights under the Rights Agreement to the shareholders of Kash n' Karry and thereby substantially diluting Food Lion's or Sub's holdings of shares of Kash n' Karry Common Stock. Depending upon the number of shares of Kash n' Karry Common Stock ("Shares") purchased pursuant to the Offer, the Shares may no longer meet the requirements of the National Association of Securities Dealers (the "NASD") for continued listing on the NASDAQ National Market. The NASDAQ National Market's published guidelines require that an issuer have at least 200,000 publicly held shares, held by at least 400 shareholders or 300 shareholders of round lots, with a market value of at least $1,000,000 and have net tangible assets of at least $1,000,000, $2,000,000 or $4,000,000, depending on profitability levels during the issuer's four most recent fiscal years. If these standards are not met, the Shares might nevertheless continue to be included in the NASDAQ Stock Market (the "NASDAQ Stock Market") with quotations published in the NASDAQ "additional list" or in one of the "local lists," but if the number of holders of the Shares were to fall below 300, or if the number of publicly held Shares were to fall below 100,000, or there were not at least two registered and active market makers for the Shares, the NASD's rules provide that the Shares would no longer be "qualified" for NASDAQ Stock Market reporting, and the NASDAQ Stock Market would cease to provide any quotations. Shares held directly or indirectly by directors, officers or beneficial owners of more than 10% of the Shares are not considered as being publicly held for this purpose. According to information provided by Kash n' Karry, as of October 11, 1996, there were approximately 22 holders of record of Shares and 4,674,314 Shares were outstanding. Item 5. Interest in Securities of Issuer. Although the Option does not allow Sub to purchase any shares of Kash n' Karry Common Stock pursuant thereto unless the conditions to exercise specified in the Stockholders Agreement occur, assuming for purposes of this Item 5 that such conditions are satisfied and Sub is entitled to purchase shares of Kash n' Karry Common stock pursuant to the Option, Sub would be entitled to purchase 3,134,942 shares of Kash n' Karry Common Stock, or approximately 67.1% of the outstanding Kash n' Karry Common Stock after giving effect to the exercise of the Option. Sub does not currently have the right to acquire any shares of Kash n' Karry Common Stock under the Option unless certain events specified in the Stockholders Agreement occur. Accordingly, none of the Reporting Persons has sole voting or dispositive power with respect to any shares of Kash n' Karry Common Stock, and the Reporting Persons expressly disclaim beneficial ownership of Kash n' Karry Common Stock subject to the Option until such events occur. Assuming for purposes of this Item 5 that events occurred that would enable Sub to exercise the Option and Sub exercised the Option, Sub would have sole voting power and sole dispositive power with respect to the shares acquired pursuant to the Option. The foregoing description of certain terms of the Stockholders Agreement is qualified in its entirety by reference to the Stockholders Agreement filed as Exhibit 10 to the Current Report on Form 8-K filed by Food Lion on November 4, 1996. The Reporting Persons may be deemed to have shared voting power with respect to the 3,134,942 shares of Kash n' Karry Common Stock covered by the Irrevocable Proxies, a form of which is filed as Exhibit 9 to this Schedule 13D and which is incorporated herein by this reference. The Irrevocable Proxies empower Sub to vote such shares of Kash n' Karry Common Stock with respect to certain limited matters relating to the Merger and certain other extraordinary events. See Item 6. To the best knowledge of the Reporting Persons,none of DETLA, Delhaize or the persons listed on Exhibits 2, 3, 4, 5 or 6 hereto beneficially owns any shares of Kash n' Karry Common Stock, and (except for the issuance of the Option) no transactions in Kash n' Karry Common Stock have been effected during the past 60 days by the Reporting Persons or,to the best knowledge of the Reporting Persons, by Delhaize, DETLA or any person listed on Exhibits 2, 3, 4, 5 or 6 hereto. In addition, no other person is known by the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities covered by this Schedule 13D. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. THE STOCKHOLDERS AGREEMENT. Set forth below is a description of selected provisions of the Stockholders Agreement. Such description is qualified in its entirety by reference to the Stockholders Agreement filed as Exhibit 10 to the Current Report on Form 8-K filed by Food Lion on November 4, 1996, and is incorporated herein by reference. The Stockholders Agreement provides, among other matters, that each Certain Stockholder shall vote all of the shares of Kash n' Karry Common Stock owned by the Certain Stockholder (the "Option Shares"): (i) in favor of the Merger and the Merger Agreement, (ii) against any action, any failure to act, or agreement that would result in a breach by Kash n' Karry of the terms of the Merger Agreement or the Stockholders Agreement, (iii) against any extraordinary corporate transaction other than the Merger and the transactions contemplated by the Merger Agreement and the Shareholders Agreement, such as a merger, consolidation or other business combination involving Kash n' Karry, (iv) against a sale, lease or transfer of a material amount of assets of Kash n' Karry, or a reorganization, recapitalization, dissolution or liquidation of Kash n' Karry, (v) against any change in a majority of the persons who constitute the board of directors of Kash n' Karry, (vi) against any change in the present capitalization of Kash n' Karry or any amendment of the Certificate of Incorporation or Bylaws of Kash n' Karry, (vii) against any other material change in Kash n' Karry's corporate structure or business, and (viii) against any other action involving Kash n' Karry which is intended, or could reasonably be expected, to impede, interfere with, delay, postpone, or materially adversely affect the Merger and the transactions contemplated by the Stockholders Agreement and the Merger Agreement. Under the Stockholders Agreement, each Certain Stockholder granted to Sub an irrevocable option (the "Stock Option") to purchase the Option Shares at a cash purchase price per share equal to $26.00 or such higher price per share as is paid by Sub for Kash n' Karry Common Stock in the Merger, the Offer, or otherwise. The Option is exercisable when all waiting periods under the HSR Act required for the purchase of the Option Shares upon such exercise shall have expired or been waived, unless there shall then be in effect any preliminary or final injunction or other order issued by any court or governmental agency prohibiting the exercise of the Option. Under the Stockholders Agreement, each Certain Stockholder agreed, in the event that the Offer is commenced and not amended in a manner adverse to the Certain Stockholder, to tender the Option Shares owned by it pursuant to and in accordance with the terms of the Offer. Each Certain Stockholder agreed under the Stockholders Agreement that it would not transfer the Option Shares owned by it except in compliance with the Stockholders Agreement. THE IRREVOCABLE PROXIES. In connection with the execution of the Stockholders Agreement, each Certain Stockholder granted and delivered to Sub an Irrevocable Proxy dated as of October 31, 1996 (collectively, the "Irrevocable Proxies"), a form of which is filed as Exhibit 9 to this Schedule 13D and which is incorporated herein by reference. Set forth below is a description of selected provisions of the Irrevocable Proxies. Such description is qualified in its entirety by reference to the form of Irrevocable Proxy filed as Exhibit 9 to this Schedule 13D. Each Irrevocable Proxy provides, among other matters, that, as of the date of the Irrevocable Proxy, each Certain Stockholder irrevocably appoints Sub the attorney and proxy of such Certain Stockholder with respect to the Option Shares owned by such stockholder until the termination date specified in the Stockholders Agreement. Pursuant to the Irrevocable Proxies, Sub is empowered at any time prior to the termination of the Irrevocable Proxies to exercise all voting and other rights with respect to the Option Shares of each Certain Stockholder at every annual, special or adjourned meeting of shareholders of Kash n' Karry and in every written consent in lieu of such a meeting, or otherwise: (i) in favor of the Merger and the Merger Agreement, (ii) against any action, any failure to act, or agreement that would result in a breach by Kash n' Karry of the terms of the Merger Agreement or the Stockholders Agreement, (iii) against any extraordinary corporate transaction other than the Merger and the transactions contemplated by the Merger Agreement and the Shareholders Agreement, such as a merger, consolidation or other business combination involving Kash n' Karry, (iv) against a sale, lease or transfer of a material amount of assets of Kash n' Karry, or a reorganization, recapitalization, dissolution or liquidation of Kash n' Karry, (v) against any change in a majority of the persons who constitute the board of directors of Kash n' Karry other than as contemplated by the Merger Agreement, (vi) against any change in the present capitalization of Kash n' Karry or any amendment of the Certificate of Incorporation or Bylaws of Kash n' Karry other than as contemplated by the Merger Agreement, (vii) against any other material change in Kash n' Karry's corporate structure or business, and (viii) against any other action involving Kash n' Karry which is intended, or could reasonably be expected, to impede, interfere with, delay, postpone, or materially adversely affect the Merger and the transactions contemplated by the Stockholders Agreement and the Merger Agreement. Subject to the Irrevocable Proxies, the Certain Stockholders in the aggregate have voting power over approximately 67.1% of the outstanding shares of Kash n' Karry Common Stock, based upon 4,674,314 shares of Kash n' Karry Common Stock outstanding as of October 31, 1996, as represented by Kash n' Karry. THE MERGER AGREEMENT. Set forth below is a description of selected provisions of the Merger Agreement. The description is qualified in its entirety by reference to the Merger Agreement filed as Exhibit 2 to the Current Report on Form 8-K filed by Food Lion on November 4, 1996. THE OFFER. At any time after November 7, 1996, and prior to December 2, 1996, Kash n' Karry has the right to require Sub to commence the Offer. The obligation of Sub to accept for payment or pay for shares of Kash n' Karry Common Stock ("Shares") tendered pursuant to the Offer is subject to the satisfaction of the condition that Shares representing at least a majority of the number of Shares outstanding on a fully diluted basis shall have been validly tendered and not properly withdrawn prior to the expiration of the Offer and certain other conditions set forth in the Merger Agreement. Sub has reserved the right to modify any of the terms and conditions of the Offer, except that neither Food Lion nor Sub will decrease the consideration, or change the form of consideration, payable in the Offer, decrease the number of Shares sought pursuant to the Offer, change the conditions to the Offer, impose additional conditions to the Offer, change the expiration date of the Offer, or amend any term of the Offer in any manner adverse to holders of the Shares. However, the Offer may be extended (i) for any period to the extent required by law or by any rule, regulation, interpretation or position of the Securities and Exchange Commission or its staff applicable to the Offer and (ii) for one or more periods of not more than five (5) business days each, but in no event for more than a total of twenty (20) business days if, following the satisfaction or waiver of each of the conditions to the Merger, shares constituting less than 90% of the Shares outstanding have been validly tendered and not properly withdrawn pursuant to the Offer; provided that the closing of the Offer shall occur on or before December 12, 1996, if all of the conditions to the Merger have been satisfied or waived prior to such date. If Sub is unable to consumate the Offer on or prior to the expiration date of the Offer due to the failure of any condition to the Merger, Sub shall extend the Offer until the earlier of (A) February 28, 1997 and (B) such time as such condition is satisfied or waived; provided that Sub may but is not obligated to extend the Offer if either (x) Kash n' Karry is in material breach of its covenants, agreements, representations or warranties contained in the Merger Agreement or (y) there is a reasonable likelihood that one or more of the conditions to the Merger cannot be satisfied on or before February 28, 1997. BOARD RECOMMENDATION. The Board of Directors of Kash n' Karry (at a meeting duly called and held) has, based upon, among other things, a fairness opinion of PaineWebber, its financial advisor, that the proposed consideration to be paid in the Offer and the Merger is fair from a financial point of view to the holders of Shares, (i) determined that the Offer and the Merger are fair to, and in the best interests of, the stockholders of Kash n' Karry (the "Stockholders"), (ii) taken all actions to approve the Offer, the Merger and the Stockholders Agreement for purposes of Section 203 of the Delaware General Corporation Law ("DGCL"), and (iii) resolved to recommend acceptance of the Offer and approval and adoption of the Merger Agreement by the Stockholders. BOARD REPRESENTATION. The Merger Agreement provides that, promptly upon the payment by Sub for shares of Common Stock acquired pursuant to the Offer or the Stockholders Agreement, Food Lion will be entitled to designate such number of directors, rounded up to the next whole number, equal to the product of the number of directors on the Board of Directors of Kash n' Karry and the percentage that such number of Shares so purchased bears to the number of Shares outstanding, and Kash n' Karry shall, upon request by Food Lion, promptly increase the size of the Board of Directors of Kash n' Karry or exercise its best efforts to secure the resignations of such number of directors as is necessary to enable Food Lion's designees to be elected to the Board of Directors of Kash n' Karry and shall cause Food Lion's designees to be so elected. Kash n' Karry shall take all actions necessary to effect any such election, including mailing to its Stockholders the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. Following the election of designees of Food Lion and prior to the effective time of the Merger as set forth in the Merger Agreement (the "Effective Time"), any amendment of the Merger Agreement or the Certificate of Incorporation or Bylaws of Kash n' Karry, any termination of the Merger Agreement by Kash n' Karry, any extension by Kash n' Karry of the time for the performance of any of the obligations or other acts of Food Lion or Sub or waiver of any of Kash n' Karry's rights thereunder shall require the concurrence of a majority of the directors of Kash n' Karry then in office who neither were designated by Food Lion nor are employees of Kash n' Karry or any of its subsidiaries (the "Independent Directors"). If the number of Independent Directors shall be reduced below two for any reason whatsoever, the remaining Independent Director shall designate a person to fill such vacancy who shall be deemed to be an Independent Director for purposes of this Agreement or, if no Independent Directors then remain, the other directors shall designate two persons to fill such vacancies who shall not be officers or affiliates of Kash n' Karry or any of its subsidiaries, or officers or affiliates of Food Lion or any of its subsidiaries, and such persons shall be deemed to be Independent Directors for purposes of the Merger Agreement. The Independent Directors shall have the authority to retain such counsel and other advisors at the expense of Kash n' Karry as are reasonably appropriate to the exercise of their duties in connection with the Merger Agreement, subject to approval by Kash n' Karry of the terms of such retention, which approval shall not be unreasonably withheld. In addition, the Independent Directors shall have the authority to institute any action, on behalf of Kash n' Karry, to enforce performance of the Merger Agreement. THE MERGER. The Merger Agreement provides that, upon the terms and subject to the provisions thereof, and in accordance with the relevant provisions of the DGCL, Sub shall be merged with and into Kash n' Karry. Following the Merger, Kash n' Karry shall continue as the surviving corporation (the "Surviving Corporation") and shall continue its existence under the laws of Delaware, and the separate corporate existence of Sub shall cease. The Merger Agreement further provides that (i) the certificate of incorporation of the Surviving Corporation after the Effective Time shall be as set forth in Exhibit B to the Merger Agreement, and the bylaws of Sub as in effect immediately prior to the Effective Time shall be the bylaws of the Surviving Corporation until thereafter amended, (ii) the directors of Sub immediately prior to the Effective Time shall become the directors of the Surviving Corporation until their successors are duly elected and qualified, and (iii) the officers of Sub immediately prior to the Effective Time shall become the officers of the Surviving Corporation until their successors are duly elected and qualified. CONSIDERATION TO BE PAID IN THE MERGER. The Merger Agreement provides that, at the Effective Time, each Share outstanding immediately prior to the Effective Time (other than Shares owned by Sub or any affiliate of Sub or held in the treasury of Kash n' Karry or by any subsidiary of Kash n' Karry, all of which shall be cancelled and no payment shall be made with respect thereto, and other than Dissenting Shares (as defined below under "Dissenters' Rights")) shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into a right to receive in cash an amount per Share equal to the highest price that may be paid pursuant to the Offer, payable to the holder thereof, without interest thereon, upon surrender of the certificate representing such Share. Each share of common stock of Sub issued and outstanding immediately prior to the Effective Time will by virtue of the Merger and without any action on the part of the holder thereof, be converted into and exchanged for one share of common stock of the Surviving Corporation. STOCKHOLDERS' MEETING. In the Merger Agreement, Kash n' Karry has agreed, if required by Sub, through its Board of Directors, to duly call, give notice of, convene and hold a meeting of its stockholders, or solicit consents from a sufficient number of Stockholders, as soon as practicable following the expiration of the Offer, for the purpose of adopting the Merger Agreement. In connection with any vote to approve the Merger Agreement, all Shares acquired by Food Lion, Sub or any other affiliate of Sub, pursuant to the Offer, the Stockholders Agreement or otherwise will be voted in favor of the Merger. The Board of Directors of Kash n' Karry will recommend that Stockholders of the Company vote in favor of the approval and adoption of the Merger Agreement. DISSENTERS' RIGHTS. Holders of Shares will not have appraisal rights as a result of the Offer. If the Merger is consummated, however, persons who hold Shares at such time will have the right to appraisal of their Shares in accordance with Section 262 of the DGCL ("Dissenters' Rights"). AGREEMENTS WITH RESPECT TO THE CONDUCT OF BUSINESS PENDING THE MERGER. The Merger Agreement provides that, except as specifically contemplated by the Merger Agreement, during the period from the date of the Merger Agreement to the time when designees of Food Lion control the Board of Directors of Kash n' Karry, Kash n' Karry will, and will cause each of its subsidiaries to, conduct their respective businesses only in, and not take any action except in, the ordinary and usual course of business and consistent with past practice, and use their best efforts to preserve intact their respective business organizations and goodwill, keep available the services of their respective present officers and key employees and preserve the goodwill and business relationships with suppliers, distributors, customers and others having business relationships with them. In addition, subject to certain exceptions, during such period, Kash n' Karry will not, and will not permit any of its subsidiaries to (i) make or propose any change or amendment to their respective certificates of incorporation or bylaws; (ii) split, combine or reclassify their outstanding capital stock or declare, set aside or pay any dividend or distribution payable in cash, stock, property or otherwise, (iii) authorize the issuance of, or issue, sell, pledge or dispose of, or agree to issue, sell, pledge or dispose of, any additional shares of or any options, warrants or rights of any kind to acquire any shares of, its capital stock of any class or any debt or equity securities convertible into or exchangeable for such capital stock, (iv) sell, pledge, dispose of, license or encumber any material assets, or any interests therein, other than in the ordinary course of business and consistent with past practice, (v) redeem, purchase, or acquire any shares of its capital stock, (vi) make any changes in the kinds of business in which Kash n' Karry is engaged, (vii) assume or incur any indebtedness for borrowed money or issue or sell debt securities, voluntarily prepay any debt obligations, (viii) adopt, enter into or amend any bonus, profit sharing, severance, termination, stock option, pension, retirement, deferred compensation, health care, change in control agreement, restricted stock, employment or other employee benefit plan, agreement, trust, fund or arrangement for the benefit or welfare of any employee, director, officer or retiree, (ix) enter into any contract out of the ordinary course of business if such contract or a series of related contracts calls for payments in excess of $500,000, (x) make any capital expenditures out of the ordinary course of business, (xi) permit any material change in (A) any pricing, marketing, purchasing, investment, accounting, financial reporting inventory, credit, allowance or tax procedure, or (B) any method of calculating any bad debt, contingency or other reserve for accounting, financial reporting or tax purposes, or make any material tax election or settle or compromise any material income tax liability with any governmental authority, (xii) acquire all or any substantial part of the business and properties or capital stock of any person, whether by merger, purchase of assets, tender offer or otherwise, or (xiii) agree in writing, or otherwise, to take any of the foregoing actions or any other action which would make any representation or warranty contained in the Merger Agreement untrue or incorrect in any material respect. In addition, Kash n' Karry shall and shall cause each of its subsidiaries to (i) confer on a regular and frequent basis with one or more representatives of Food Lion to discuss operational matters of materiality and the general status of ongoing operations and (ii) promptly notify Food Lion of any significant changes in the business, financial condition or results of operations of Kash n' Karry or its subsidiaries taken as a whole. In addition, Kash n' Karry has agreed to use its reasonable best efforts to (a) exempt Kash n' Karry, the Offer, the Stockholders Agreement and the Merger from the requirements of any state takeover law by action of Kash n' Karry's Board of Directors or otherwise and (b) assist in any challenge by Sub to the validity or applicability to the Offer or the Merger of any state takeover law. CONDITIONS TO THE MERGER. The respective obligations of each party to effect the Merger are subject to the satisfaction or waiver, where permissible, prior to the Effective Time, of the following conditions: (a) the Merger Agreement shall have been adopted by the requisite vote of the Stockholders in accordance with applicable law, if such vote is required by applicable law; (b) no statute, rule, regulation, executive order, decree or injunction shall have been enacted, entered, promulgated or enforced by any federal or state court or governmental authority which is in effect and has the effect of making the acquisition of Shares pursuant to the Merger illegal or otherwise prohibiting the consummation of the Merger; and (c) the waiting period, if any, applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated. The obligations of Food Lion and Sub to effect the Merger are also subject to each of the following conditions: (i) the Merger Agreement shall have been adopted by the requisite vote of the Stockholders under the DGCL, unless such approval is not required under the DGCL; (ii) any waiting period applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated; (iii) all governmental and regulatory and other consents and approvals shall have been obtained; (iv) there shall not have been any law or order enacted or issued which (A) prohibits or imposes any material limitations on Food Lion's or Sub's ownership or operation of Kash n' Karry's businesses or assets, (B) prohibits, restrains or makes illegal the Merger, (C) imposes material limitations on the ability of Food Lion or Sub to acquire, hold or to exercise the full rights of ownership of the Shares, (D) imposes limitation on the ability of Food Lion or Sub to effectively control the businesses or assets of Kash n' Karry, or (E) has the effect of making illegal or otherwise restricting or prohibiting comsummation of the Merger or other transactions contemplated by the Merger Agreement; (v) there shall be no action or proceeding before any governmental or regulatory authority which seeks to have any effect set forth in item (iv) immediately above; (vi) there shall be no extraordinary, adverse market conditions (as described in the Merger Agreement); (vii) the representations and warranties of Kash n' Karry shall be true and correct; and (viii) Kash n' Karry shall have performed its obligations under the Merger Agreement. The obligation of Kash n' Karry to effect the Merger is also subject to each of the following conditions: (i) the Merger Agreement shall have been adopted by the requisite vote of the Stockholders under the DGCL, unless such approval is not required under the DGCL; (ii) any waiting period applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated; (iii) there shall not have been any law or order enacted or issued which prohibits, restrains or makes illegal the Merger and (iv) there shall be no action or proceeding by any governmental or regulatory authority seeking to have any effect set forth in item (iii) immediately above. Item 7. Material to be Filed as Exhibits. The following exhibits are filed as part of this Schedule 13D: Exhibit 1 Joint Filing Agreement, dated as of November 11, 1996, among Food Lion, Inc., FLI Holding Corp. and KK Acquisition Corp. Exhibit 2 Name, Business Address, Present Principal Occupation and Citizenship of each Executive Officer and Director of Food Lion. Exhibit 3 Name, Business Address, Present Principal Occupation and Citizenship of each Executive Officer and Director of FLI Holding Corp. Exhibit 4 Name, Business Address, Present Principal Occupation and Citizenship of each Executive Officer and Director of KK Acquisition Corp. Exhibit 5 Name, Business Address, Present Principal Occupation and Citizenship of each Executive Officer and Director of Etablissements Delhaize Freres et Cie, "Le Lion" S.A. Exhibit 6 Name, Business Address, Present Principal Occupation and Citizenship of each Executive Officer and Director of Delhaize The Lion America, Inc. Exhibit 7 Stockholders Agreement, dated as of October 31, 1996, among Food Lion, Inc., KK Acquisition Corp., Kash n' Karry Food Stores, Inc., BankAmerica Capital Corporation, Citicorp North America, Inc., Landmark Equity Partners III, L.P., Landmark Equity Partners IV, L.P., The Prudential Insurance Company of America, Prudential Property & Casualty Company, Pruco Life Insurance Company of Arizona, PaineWebber Capital Inc., UBS Capital LLC, High Yield Portfolio, IDS Bond Fund, Inc., IDS Life Advantage Fund, Pruco Life Insurance Company, and Wells, Fargo & Company (incorporated by reference to Exhibit 10 of Food Lion, Inc.'s Current Report on 8-K dated November 4, 1996). Exhibit 8 Agreement and Plan of Merger, dated as of October 31, 1996, among Food Lion, Inc., KK Acquisition Corp. and Kash n' Karry Food Stores, Inc. (incorporated by reference to Exhibit 2 of Food Lion, Inc.'s Current Report on 8-K dated November 4, 1996). Exhibit 9 Form of Irrevocable Proxy, dated October 31, 1996, of each of BankAmerica Capital Corporation, Citicorp North America, Inc., Landmark Equity Partners III, L.P., Landmark Equity Partners IV, L.P., The Prudential Insurance Company of America, Prudential Property & Casualty Company, Pruco Life Insurance Company of Arizona, PaineWebber Capital Inc., UBS Capital LLC, High Yield Portfolio, IDS Bond Fund, Inc., IDS Life Advantage Fund, Pruco Life Insurance Company, and Wells, Fargo & Company. SIGNATURE After reasonable inquiry and to the best of knowledge of the undersigned, the undersigned hereby certifies that the information set forth in this statement is true, complete and correct. Dated: November 12, 1996 FOOD LION, INC. By: /s/ R. William McCanless Name: R. William McCanless Title: Senior Vice President and Chief Administrative Officer FLI HOLDING CORP. By: /s/ R. William McCanless Name: R. William McCanless Title: Vice President KK ACQUISITION CORP. By: /s/ R. William McCanless Name: R. William McCanless Title: Vice President EXHIBIT INDEX Exhibit No. Description Page 1 Joint Filing Agreement, dated as of November 11, 1996, among Food Lion, Inc., FLI Holding Corp. and KK Acquisition Corp. 2 List of Directors and Executive Officers of Food Lion, Inc. 3 List of Directors and Executive Officers of FLI Holding Corp. 4 List of Directors and Executive Officers of KK Acquisition Corp. 5 List of Directors and Executive Officers of Delhaize "Le Lion" 6 List of Directors and Executive Officers of DETLA 7 Stockholders Agreement, dated as of October 31, 1996, among Food Lion, Inc., KK Acquisition Corp., Kash n' Karry Food Stores, Inc., BankAmerica Capital Corporation, Citicorp North America, Inc., Landmark Equity Partners III, L.P., Landmark Equity Partners IV, L.P., The Prudential Insurance Company of America, Prudential Property & Casualty Company, Pruco Life Insurance Company of Arizona, PaineWebber Capital Inc., UBS Capital LLC, High Yield Portfolio, IDS Bond Fund, Inc., IDS Life Advantage Fund, Pruco Life Insurance Company, and Wells, Fargo & Company (incorporated by reference to Exhibit 10 of Food Lion, Inc.'s Current Report on 8-K dated November 4, 1996). 8 Agreement and Plan of Merger, dated as of October 31, 1996, among Food Lion, Inc., KK Acquisition Corp. and Kash n' Karry Food Stores, Inc. (incorporated by reference to Exhibit 2 of Food Lion, Inc.'s Current Report on 8-K dated November 4, 1996). 9 Form of Irrevocable Proxies, dated October 31, 1996, of each of BankAmerica Capital Corporation, Citicorp North America, Inc., Landmark Equity Partners III, L.P., Landmark Equity Partners IV, L.P., The Prudential Insurance Company of America, Prudential Property & Casualty Company, Pruco Life Insurance Company of Arizona, PaineWebber Capital Inc., UBS Capital LLC, High Yield Portfolio, IDS Bond Fund, Inc., IDS Life Advantage Fund, Pruco Life Insurance Company, and Wells, Fargo & Company. EXHIBIT 1 JOINT FILING AGREEMENT The undersigned signatories of the statement on Schedule 13D to which this Agreement is attached hereby agree that such statement is, and any amendments thereto filed by any of us will be, filed on behalf of each of us. This Agreement is dated as of the 12th day of November, 1996. FOOD LION, INC. By: /s/ R. William McCanless Name: R. William McCanless Title: Senior Vice President and Chief Administrative Officer FLI HOLDING CORP. By: /s/ R. William McCanless Name: R. William McCanless Title: Vice President KK ACQUISITION CORP. By: /s/ R. William McCanless Name: R. William McCanless Title: Vice President EXHIBIT 2 The directors and executive officers of Food Lion, Inc. ("Food Lion") are as follows: Name,Title and Business or Present Principal Occupation or Residential Address Employment/Citizenship Pierre-Olivier Beckers, President and Chief Operating Director Officer, DETLA/Belgian rue Osseghem, 53 1080 Brussels, Belgium Dr. Jacqueline Kelly Collamore, Associate, Credit Suisse/U.S. Director [Address] Jean-Claude Coppieters 't Wallant, Chief Financial Officer, Director Delhaize/Belgian rue Osseghem, 53 1080 Brussels, Belgium William G. Ferguson, Director Executive Vice President, [Address] Snow Aviation International, Inc./U.S. Dr. Bernard W. Franklin, President, St. Augustine's Director College, Raleigh, North [Address] Carolina/U.S. Joseph C. Hall, Jr., Director Senior Vice President of 2110 Executive Drive Operations and Chief Operating Salisbury, North Carolina Officer, Food Lion, Inc./U.S. 28145-1330 Margaret H. Kluttz, Director Mayor, Salisbury, North [Address] Carolina/U.S. Tom E. Smith, Chairman of the Board, President 2110 Executive Drive and Chief Executive Officer, Salisbury, North Carolina Food Lion, Inc./U.S. Philippe Stroobant, Director Director and Executive rue Osseghem, 53 Committee Member, Delhaize/ 1080 Brussels, Belgium Belgian Gui de Vaucleroy,Director Chairman of the Executive rue Osseghem, 53 Committee and Chief Executive 1080 Brussels, Belgium Officer, Delhaize/Belgian R. William McCanless, Officer Senior Vice President of 2110 Executive Drive Administration and Assistant Salisbury, North Carolina Secretary/U.S. EXHIBIT 3 The directors and executive officers of FLI Holding Corp. ("FLI Holding") are as follows: Name,Title and Business or Present Principal Occupation or Residential Address Employment/Citizenship Joseph C. Hall, Jr., Director Senior Vice President of and Vice President Operations and Chief Operating 2110 Executive Drive Officer, Food Lion, Inc./U.S. Salisbury, North Carolina 28145-1330 Tom E. Smith, Director Chairman of the Board, President and President and Chief Executive Officer, 2110 Executive Drive Food Lion, Inc./U.S. Salisbury, North Carolina 28145-1330 R. William McCanless, Director Senior Vice President of and Vice President Administration, Chief Administrative Officer 2110 Executive Drive and Secretary, Food Lion, Inc. /U.S. Salisbury, North Carolina 28145-1330 EXHIBIT 4 The directors and executive officers of KK Acquisition Corp. ("Sub") are as follows: Name,Title and Business or Present Principal Occupation or Residential Address Employment/Citizenship Joseph C. Hall, Jr., Director Senior Vice President of and Vice President Operations and Chief Operating 2110 Executive Drive Officer, Food Lion, Inc./U.S. Salisbury, North Carolina 28145-1330 Tom E. Smith,Director Chairman of the Board, President and President and Chief Executive Officer, 2110 Executive Drive Food Lion, Inc./U.S. Salisbury, North Carolina 28145-1330 R. William McCanless, Director Senior Vice President of and Vice President Administration, Chief Administrative Officer 2110 Executive Drive and Secretary, Food Lion, Inc. /U.S. Salisbury, North Carolina 28145-1330 EXHIBIT 5 The directors and executive officers of Etablissements Delhaize Freres et Cie, "Le Lion" S.A. ("Delhaize 'Le Lion'") are as follows: Name, Title and Business or Present Principal Occupation or Residential Address Employment/Citizenship* Charles de Cooman d'Herlinckhove Director rue Osseghem, 53 1080 Brussels, Belgium Marcel Degroof, Director Partner, Bank Degroof rue de l' Industrie '44 1000 Brussels, Belgium Gui de Vaucleroy, Director President and Chief Executive rue Osseghem, 53 Officer, Delhaize "Le Lion" 1080 Brussels, Belgium Frans Vreys, Director Director of Companies boulevard Emile Jacqumain, 112 1000 Brussels, Belgium Jacques Le Clercq, Director Atlanta Plaza - Suite 2160 950 East Paces Ferry Road Atlanta, Georgia 30326 Jacques Boel, Director Executive Director, Usines G. rue Ducale, 21 Boel (steel manufacturing) 1000 Brussels, Belgium Philippe Stroobant, Director Officer and Chairman of rue Osseghem, 53 Management Committee, Delhaize 1080 Brussels, Belgium "Le Lion" Roger Boin, Director Director, Delhaize "Le Lion" rue Osseghem, 53 1080 Brussels, Belgium Raymond-Max Boon, Director rue Osseghem, 53 1080 Brussels, Belgium Pierre-Olivier Beckers Officer and Member of Director Management Committee, rue Osseghem, 53 Delhaize "Le Lion" 1080 Brussels, Belgium In addition, Claude Allard, Renaud Cogels, Michael Eeckhout, Arthur Goethals and Paul Van Der Vliet, whose business addresses are rue Osseghem, 53, 1080 Brussels, Belgium, are officers and members of the Management Committee of Delhaize "Le Lion" and Jean-Claude Coppieters 't Wallant, whose business address is rue Osseghem, 53, 1080 Brussels, Belgium, is Secretary to such Management Committee. * All of the persons listed in this Exhibit 5 are Belgian unless otherwise indicated. EXHIBIT 6 The directors and executive officers of Delhaize The Lion America, Inc. ("DETLA") are as follows: Name,Title and Business or Present Principal Occupation or Residential Address Employment/Citizenship* Gui de Vaucleroy, Director President and Chief Executive rue Osseghem, 53 Officer, Delhaize "Le Lion" 1080 Brussels, Belgium Jacques Le Clerq, Director Atlanta Plaza - Suite 2160 950 East Paces Ferry Road Atlanta, Georgia 30326 Gwynne H. Wales, Director Attorney, White & Case/U.S. 1155 Avenue of the Americas New York, New York 10036 Pierre-Olivier Beckers, President and Chief Operating Director Officer, DETLA rue Osseghem, 53 1080 Brussels, Belgium J.C. Coppieters 't Wallant, Member, Management Committee, Officer Delhaize "Le Lion"; Vice President and Treasurer, DETLA * All of the persons listed in this Exhibit 6 are Belgian unless otherwise indicated. EXHIBIT 9 FORM OF IRREVOCABLE PROXY EXHIBIT A to Stockholders Agreement IRREVOCABLE PROXY The undersigned stockholder of Kash n' Karry Food Stores, Inc., a Delaware corporation (the "Company"), hereby irrevocably (to the fullest extent provided by law, but subject to automatic termination and revocation as provided below) appoints KK Acquisition Corp., a Delaware corporation (the "Sub"), the attorney and proxy of the undersigned, with full power of substitution and resubstitution, to the full extent of the undersigned's rights with respect to the shares of capital stock of the Company owned beneficially or of record by the undersigned, which shares are listed on the final page of this Proxy, and any and all other shares or securities of the Company issued or issuable with respect thereof or otherwise acquired by stockholder on or after the date hereof, until the termination date specified in the Stockholders Agreement referred to below (the "Shares"). Upon the execution hereof, all prior proxies given by the undersigned with respect to the Shares are hereby revoked and no subsequent proxies will be given as to the matters covered hereby prior to the date of termination of the Stockholders Agreement (the "Termination Date"). This proxy is irrevocable (to the fullest extent provided by law, but subject to automatic termination and revocation as provided below), coupled with an interest, and is granted in connection with the Stockholders Agreement, dated as of October 31, 1996, among the Company, Food Lion, Inc., a North Carolina corporation ("Parent"), Sub and the Stockholders party thereto, including the undersigned stockholder (the "Stockholders Agreement", capitalized terms not otherwise defined herein being used herein as therein defined), and is granted in consideration of the Company entering into the Merger Agreement referred to therein. The attorney and proxy named above will be empowered at any time prior to the Termination Date to exercise all voting and other rights with respect to the Shares (including, without limitation, the power to execute and deliver written consents with respect to the Shares) of the undersigned at every annual, special or adjourned meeting of shareholders of the Company an in every written consent in lieu of such a meeting, or otherwise: (i) in favor of the Merger, the execution and delivery by the Company of the Merger Agreement and the approval of the terms thereof and the Stockholders Agreement and each of the other actions contemplated by the Merger Agreement and the Stockholders Agreement and any actions required in furtherance thereof; (ii) against any action, any failure to act, or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or the Stockholders Agreement (before giving effect to any materiality or similar qualifications contained therein); and (iii) against the following actions (other than the Merger and the transactions contemplated by the Merger Agreement): (A) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or its Subsidiaries; (B) a sale, lease or transfer of a material amount of assets of the Company or its Subsidiaries, or a reorganization, recapitalization, dissolution or liquidation of the Company or its Subsidiaries; (C) (1) any change in a majority of the persons who constitute the board of directors of the Company; (2) any change in the present capitalization of the Company or any amendment of the Company's Certificate of Incorporation or Bylaws; (3) any other material change in the Company's corporate structure or business; or (4) any other action involving the Company or its Subsidiaries which is intended, or could reasonably be expected, to impede, interfere with, delay, postpone, or materially adversely affect the Merger and the transactions contemplated by this Agreement and the Merger Agreement. The attorney and proxy named above may only exercise this proxy to vote the Shares subject hereto in accordance with the preceding paragraph, and may not exercise this proxy in respect of any other matter. The undersigned shareholder may vote the Shares (or grant one or more proxies to vote the Shares) on all other matters. Any obligation of the undersigned hereunder shall be binding upon the successors and assigns of the undersigned. This proxy is irrevocable, but shall automatically terminate and be revoked and be of no further force and effect on and after the Termination Date. Dated: October 31, 1996 STOCKHOLDER By: Name: Title: Shares Owned: -----END PRIVACY-ENHANCED MESSAGE-----