-----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, U4DTnCHDBCV5VoMkVlG94jDjI5oe42MvyXlMuhqicYveLoJPA4MYOhe4d3SRYuBg XdR+NguKAcxpBQaAp8UwzA== /in/edgar/work/20000815/0000912057-00-037695/0000912057-00-037695.txt : 20000922 0000912057-00-037695.hdr.sgml : 20000921 ACCESSION NUMBER: 0000912057-00-037695 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20000731 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000815 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DELHAIZE AMERICA INC CENTRAL INDEX KEY: 0000037912 STANDARD INDUSTRIAL CLASSIFICATION: [5411 ] IRS NUMBER: 560660192 STATE OF INCORPORATION: NC FISCAL YEAR END: 0102 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-15275 FILM NUMBER: 702247 BUSINESS ADDRESS: STREET 1: PO BOX 1330 CITY: SALISBURY STATE: NC ZIP: 28145 BUSINESS PHONE: 7046338250 MAIL ADDRESS: STREET 1: PO BOX 1330 CITY: SALISBURY STATE: NC ZIP: 28145 FORMER COMPANY: FORMER CONFORMED NAME: FOOD LION INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: FOOD TOWN STORES INC DATE OF NAME CHANGE: 19830510 8-K 1 a8-k.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (Date of Earliest Event Reported): JULY 31, 2000 ------------- DELHAIZE AMERICA, INC. ---------------------- (Exact name of registrant as specified in its charter) Commission File No. 0-6080 ------ NORTH CAROLINA 56-0660192 -------------- ---------- (State or other Jurisdiction of incorporation) (I.R.S. Employer Identification No.) 2110 Executive Drive, P.O. Box 1330 Salisbury, North Carolina 28145-1330 - ------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (704) 633-8250 NOT APPLICABLE -------------- (Former name or former address, if changed since last report.) ITEM 2. ACQUISITION OF DISPOSITION OF ASSETS On July 31, 2000, Delhaize America, Inc., a North Carolina corporation (the "Company"), and Hannaford Bros. Co., a Maine corporation ("Hannaford"), consummated a merger (the "Merger") whereby FL Acquisition Sub, Inc., a Maine corporation and a wholly owned subsidiary of the Company ("Merger Subsidiary"), was merged with and into Hannaford pursuant to an Agreement and Plan of Merger, dated August 17, 1999, as amended (the "Merger Agreement") among the Company, Hannaford and Merger Subsidiary. As a result of the Merger, Hannaford became a wholly owned subsidiary of the Company. The acquisition of Hannaford, valued at approximately $3.6 billion including the assumption of debt, was accounted for as a purchase transaction. Pursuant to the Merger Agreement, each outstanding share of Hannaford common stock, par value $.75 per share ("Hannaford Common Stock"), was converted into the right to receive, at the election of the holder of such share of Hannaford Common Stock subject to proration ensuring that 86% of the shares of Hannaford Common Stock outstanding and not owned by the Company at the time of the Merger would be converted into the right to receive cash and the remaining shares would be converted into the right to receive shares of Delhaize America Class A common stock, par value $.50 per share ("Delhaize America Class A Common Stock"), either (i) approximately 2.9259 shares of Delhaize America Class A Common Stock, or (ii) approximately $69.63 in cash and .3471 shares of Delhaize America Class A Common Stock; PROVIDED, HOWEVER, that no fraction of a whole share of Delhaize America Class A Common Stock will be issued; instead, the Company shall pay an amount of cash, rounded down to the nearest whole cent, to each holder of Hannaford Common Stock who would otherwise be entitled to a fractional share of Delhaize America Class A Common Stock. As a result, approximately 33,483,939 shares of Hannaford Common Stock outstanding and not owned by the Company immediately prior to the Merger were converted into approximately (i) 13,715,998 registered shares of Delhaize America Class A Common Stock, and (ii) $2,274,895,929 in cash. In addition, options to acquire approximately 840,112 shares of Hannaford Common Stock outstanding under Hannaford's stock option plans were assumed by the Company and converted into options to purchase approximately 4,188,000 shares of Delhaize America Class A Common Stock. Immediately prior to closing the Merger, pursuant to a Stock Exchange Agreement, dated August 17, 1999, among Empire Company Limited and E.C.L. Investments Limited (collectively, the "Selling Stockholders") and the Company, the Company acquired the 10,418,565 shares of Hannaford Common Stock owned by the Selling Stockholders in exchange for an aggregate of $501,349,134 in cash and 11,915,463 shares of Delhaize America Class A Common Stock. Hannaford is a multi-regional food retailer with supermarkets located throughout Maine, New Hampshire and Vermont, and in parts of New York, Massachusetts, Virginia, North Carolina and South Carolina. Its stores are operated primarily under the names "Shop'n Save" and "Hannaford." Hannaford also operates pharmacies within its supermarkets and combination stores. 2 ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED The required financial information of Hannaford is hereby incorporated by reference to Hannaford's Annual Report on Form 10-K for the period ended January 1, 2000, filed with the SEC on March 10, 2000, and Hannaford's Quarterly Report on Form 10-Q for the quarterly period ended April 1, 2000, filed with the SEC on May 5, 2000. (b) PRO FORMA FINANCIAL INFORMATION The pro forma financial information required to be filed pursuant to Item 7(b) of Form 8-K was not available at the time of filing this Current Report on Form 8-K and will be filed on a Form 8-K/A as soon as practicable, but in no event later than 60 days after the date this Current Report on Form 8-K is required to be filed. (c) EXHIBITS 2 Agreement and Plan of Merger, dated as of August 17, 1999, among Delhaize America, Hannaford and FL Acquisition Sub, Inc., as amended, which is incorporated herein by reference to exhibit 2.1 to Delhaize America's Registration Statement on Form S-4 filed with the SEC on November 17, 1999, as amended by Amendment No. 1 to Delhaize America's Registration Statement on Form S-4 filed with the SEC on January 3, 2000. 23 Consent of Independent Accountants, PricewaterhouseCoopers LLP (for Hannaford). 99.1 Press Release, dated July 31, 2000. 99.2 Stock Exchange Agreement, dated August 17, 1999, among Delhaize America, Empire Company Limited and E.C.L. Investments Limited, which is incorporated by reference to Exhibit 99.2 to Delhaize America's Registration Statement on Form S-4 filed with the SEC on November 17, 1999, as amended by amendment No. 1 to Delhaize America's Registration Statement on Form S-4 filed with the SEC on January 3, 2000.
3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. DELHAIZE AMERICA, INC. Dated: August 15, 2000 By: /s/ Michael R. Waller ------------------------------------- Michael R. Waller Executive Vice President and General Counsel 4 EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION 2 Agreement and Plan of Merger, dated as of August 17, 1999, among Delhaize America, Hannaford and FL Acquisition Sub, Inc., as amended, which is incorporated herein by reference to exhibit 2.1 to Delhaize America's Registration Statement on Form S-4 filed with the SEC on November 17, 1999, as amended by Amendment No. 1 to Delhaize America's Registration Statement on Form S-4 filed with the SEC on January 3, 2000. 23 Consent of Independent Accountants, PricewaterhouseCoopers LLP (for Hannaford). 99.1 Press Release, dated July 31, 2000. 99.2 Stock Exchange Agreement, dated August 17, 1999, among Delhaize America, Empire Company Limited and E.C.L. Investments Limited, which is incorporated by reference to Exhibit 99.2 to Delhaize America's Registration Statement on Form S-4 filed with the SEC on November 17, 1999, as amended by amendment No. 1 to Delhaize America's Registration Statement on Form S-4 filed with the SEC on January 3, 2000.
5 EX-23. 2 ex-23_.txt EXHIBIT 23 Exhibit 23 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statement on Form S-3 (No. 333-42882) of Delhaize America, Inc. of our report dated January 19, 2000, relating to the consolidated financial statements of Hannaford Bros. Co., which are incorporated by reference in this Current Report on Form 8-K. /s/ PricewaterhouseCoopers LLP Charlotte, North Carolina August 15, 2000 EX-99.1 3 ex-99_1.txt EXHIBIT 99.1 Exhibit 99.1 HANNAFORD ACQUISITION COMPLETED 07/31/2000 Salisbury, N.C. -- Delhaize America Inc. (NYSE: DZA, DZB) today announced that it has completed its previously announced acquisition of Hannaford Bros. Co. Hannaford Bros. is now the third wholly-owned subsidiary of Delhaize America, which also owns Salisbury, N.C.-based Food Lion, L.L.C. and Tampa, Fla.-based Kash n' Karry. With more than 1,400 stores from Maine to Florida today, Delhaize America is the fifth largest grocery retailer in the nation. CONTACTS Media - Tawn Earnest, (704) 633-8250, ext. 2185 Investors - David Hogan, (704) 633-8250, ext. 2529 -----END PRIVACY-ENHANCED MESSAGE-----