-----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, QzG6+FG4y4LiPQiiNEBMRoom/yuAN7n8oof243z3D/hsaQSlgBKYf/t3E4blZbt0 vTTtCJ37su6B+3dreT0O0A== /in/edgar/work/20000907/0000941302-00-500013/0000941302-00-500013.txt : 20000922 0000941302-00-500013.hdr.sgml : 20000922 ACCESSION NUMBER: 0000941302-00-500013 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000907 SUBJECT COMPANY: 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: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-05964 FILM NUMBER: 717836 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ETABLISSEMENTS DELHAIZE FRERES ET CIE LELION SA CENTRAL INDEX KEY: 0000930309 STANDARD INDUSTRIAL CLASSIFICATION: [0000 ] STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 53 RUE OSSEGHEM CITY: BRUSSELS BELGIUM BUSINESS PHONE: 0113224122104 MAIL ADDRESS: STREET 1: 53 RUE OSSEGHEM STREET 2: 1080 CITY: BRUSSELS BELGIUM EX-99 1 dai991.htm EXHIBIT 99.1 PROPOSAL LETTER R

EXHIBIT 99.1

 

R. William McCanless
Chief Executive Officer
Delhaize America, Inc.
2110 Executive Drive
Salisbury, North Carolina 28145

 

 

September 6, 2000

Dear Bill,

          On behalf of Etablissements Delhaize Frères et Cie "Le Lion" S.A. ("Delhaize Group"), I am pleased to communicate to you our proposal to acquire all of the outstanding shares of the Class A and Class B common stock of Delhaize America, Inc. (the "Company"), not currently owned by Delhaize Group (or its wholly-owned subsidiary Delhaize The Lion America, Inc.). We believe that this transaction, which combines two companies that have been partners for 26 years, will significantly benefit all of Delhaize Group's key constituencies - employees, customers, shareholders, suppliers and local communities - by strengthening the Company's ability to compete at a time when the U.S. supermarket industry is undergoing strong competitive pressures. The consideration to be received by the public shareholders of the Company would consist of 0.35 common shares of Delhaize Group in exchange for each share of Class A and Class B common stock of the Company. This offer represents a 32% premium above the average 20 trading day stock price (blended Class A and Class B shares) of the Company, using the average 20 trading day stock price of Delhaize Group ending September 5, 2000.

          We believe that this proposal, which will enable the current public shareholders of the Company to enjoy an ongoing equity interest in a highly successful international food retailer, is fair and beneficial to all shareholders. This proposal ensures that all companies in the global partnership would continue to operate under their local banner, thereby maintaining their operational and cultural identity, and serving their customers with increased synergies and competitive strength. Additionally, all outstanding options, including vested and unvested, held by Company employees will remain outstanding and become exercisable for Delhaize Group shares modified to reflect the exchange ratio.

          The transaction would be structured as a statutory share exchange under North Carolina law, with the public shareholders of the Company exchanging their shares for Delhaize Group stock with the Company becoming a wholly-owned subsidiary of Delhaize Group. We intend to structure the transaction to be tax-free to the Company's shareholders for United States federal income tax purposes.

../..

../..

 

          A condition to closing of the transaction would be that American Depositary Receipts representing the common shares of Delhaize Group be approved for listing on the New York Stock Exchange or quotation on the Nasdaq National Market. In addition, consummation of the transaction would be subject to the approval of the Board of Directors of the Company, the execution of a definitive share exchange agreement, the approval of a majority of both the Class A and Class B common stock of the Company, the approval of the Delhaize Group shareholders to authorize additional common shares necessary to consummate the transaction, the Company opting out of the provisions of the North Carolina Shareholder Protection Act and other conditions as are customary for a transaction of this type.

          In considering our proposal, you should be aware that we are interested only in acquiring the publicly held shares of the Company, and are not interested in selling our interest in the Company and that there are no prospects of a sale of a controlling interest to a third party.

          We are in a position to proceed promptly towards a transaction on the basis of the foregoing terms and look forward to working with you toward a mutually acceptable agreement. We and our advisors are available to meet with the Company's representatives to discuss this proposal at your convenience.

 

Very truly yours,

   
   
 

Pierre-Olivier Beckers
Chief Executive Officer

EX-99 2 dai992.htm EXHIBIT 99.2 PRESS RELEASE FOR IMMEDIATE RELEASE

EXHIBIT 99.2

FOR IMMEDIATE RELEASE

Contacts:

Delhaize Group

Edelman Financial

Guy Elewaut

Geoffroy d'Oultremont

+32 (0) 2 412 29 48
+32 (0) 477 50 07 96
+32 (0) 2 412 83 21
+32 (0) 478 88 32 96

Michael Geczi
Heather Harper
Shoreen Maghame

323-857-9100
212-642-7743
323-857-9100

 

 

 

DELHAIZE GROUP PROPOSES SHARE EXCHANGE
TO BOARD OF DELHAIZE AMERICA
TO CREATE INTEGRATED GLOBAL FOOD RETAILER

i

Streamlining of Delhaize Group's capital and corporate structure to leverage financial strength, human resources and international development in its core business

i

Earnings per share (EPS) accretive transaction in 2001

i

Simplified share structure through single class of stock with identical voting rights. Shares will be traded in the United States in the form of ADRs and on the Brussels Stock Exchange

i

Announces intention to obtain shareholder approval for buy back program of Delhaize Group shares

BRUSSELS, Belgium, September 7, 2000 - Delhaize "Le Lion" ("Delhaize Group"), an international food retailer operating in 11 countries on three continents, today announced that its Board of Directors has approved a proposal to increase to 100 % its ownership of Delhaize America, Inc. (NYSE: DZA and DZB), the Salisbury, N.C.-based company that is the largest operating company in the global supermarkets group.

Terms of Proposed Offering

The Board of Directors of the Delhaize Group (Brussels Stock Exchange: Reuters DELBt.Br - Bloomberg DEHT BB) has unanimously approved a proposal, sent in a letter on September 6, 2000 to the Chief Executive Officer of Delhaize America, to exchange Delhaize Group stock for all of the outstanding shares of Class A and Class B common stock of Delhaize America not currently held by Delhaize Group. The Delhaize Group currently owns approximately 37 % of Delhaize America's Class A (non-voting) common stock and approximately 56% of Delhaize America's Class B (voting) common stock, or approximately 45 % of Delhaize America's total shares outstanding.

Public shareholders of Delhaize America would receive 0.35 Delhaize Group common shares in exchange for each share of Class A and Class B common stock of Delhaize America. Using each company's 20 trading days average stock price (ending September 5, 2000), this offer represents a 32 % premium above Delhaize America's average price for the blended A- and B-shares. The respective 20-day averages are EUR 64.76 (equivalent to US$57.66) for Delhaize Group and US$15.29 (blended price) for Delhaize America. Delhaize Group also said it intends to structure the transaction to be tax-free to Delhaize America shareholders for United States federal income tax purposes.

After the transaction is completed, the shareholders of Delhaize America and Delhaize Group will hold one class of shares with identical voting rights. Upon closing, the Delhaize Group intends to list its shares in the U.S. on the New York Stock Exchange in the form of American Depository Receipts (ADRs) and continue its listing on the Brussels Stock Exchange (Belgium) as ordinary shares. The ADR's, which will represent an interest in underlying shares of the Delhaize Group, would be intended to facilitate trading in the U.S.

The offer to exchange, approved by the Delhaize Group Board, is contingent on acceptance by the Board of Delhaize America after approval by and recommendation of the special committee of independent directors of the Board of Directors of Delhaize America, approval by Delhaize America shareholders at a shareholders meeting, certain approvals by the Delhaize Group shareholders at a shareholders meeting and other conditions customary in transactions of this type.

The Delhaize Group also announced that its Board of Directors will request shareholder approval of a proposal that would authorize the Board to buy back its shares up to the legal maximum amount and increase capital.

Rationale of Offer

"The transaction would create a simplified structure, thus increasing the Delhaize Group's ability to leverage capital and human resources and to capitalize on growth opportunities throughout the United States and the world", stated Pierre-Olivier Beckers, Chief Executive Officer and President of the Delhaize Group.

"These initiatives are intended to significantly benefit all of the Group's key constituencies - employees, customers, shareholders, suppliers and local communities - by strengthening Delhaize America's ability to compete at a time when the U.S. supermarket industry is undergoing strong competitive pressures."

"The Board and Management of the Delhaize Group are confident that the Board's proposal for the company to become a stronger international food retailer will be viewed favorably by the Delhaize America shareholders. This is especially true in the United States, where Food Lion, Hannaford and Kash n' Karry form an unrivalled group of complementary companies. This offer brings together two companies that have been partners for 26 years."

A Proposal in the Interest of all Stakeholders

The transaction proposal is structured to be in the best interest of all shareholders and other concerned constituencies. It would:

i

Simplify the group's capital structure into one voting security in the US and Europe, eliminating the two classes of stock in the U.S. and differential voting rights that currently exist.

i

Increase the market capitalization and, therefore, the liquidity and visibility of the Delhaize Group shares on a global basis.

i

Offer ongoing equity participation in a highly successful international food retailer, with strong American and European bases, strong strategic positions in Eastern and Southern Europe, and high-growth potential in Southeast Asia.

i

Be accretive in 2001 and 2002 on reported earnings per share (after goodwill amortization) and cash earnings per share (before goodwill amortization) bases of the Delhaize Group.

i

Generate $20 million of pretax synergies (0.1 % of sales), with savings resulting from the implementing of best practices across the group.

i

Ensure consistency, as all companies would continue to operate under their local banner, thereby maintaining their operational and cultural identity, and serving their customers with increased synergies and competitive strength.

i

Allow to continue to reward the management of Delhaize America consistent with current practices in the American food retail sector.

About Delhaize Group

The Delhaize Group is a food retailer headquartered in Belgium and listed on the Brussels Stock Exchange. The Delhaize Group operates in 11 countries, in 1999 achieved sales of EUR 14.3 ($ 15.3 billion) and net earnings amounting to EUR 169.9 million ($ 181.0 million). The Delhaize Group employs 145,000 people.

Advisor

The Delhaize Group is being advised in this transaction by Schroder Salomon Smith Barney.

More Information

The Delhaize Group has established a toll-free U.S. hotline at 800-619-3688 for investor questions. Questions can also be emailed to Investor@DelhaizeGroup.com, and additional information will be posted on the company's website at http://www.delhaizegroup.com. This press release is available in English, French and Dutch.

Safe Harbor

This press release is not an offer or the solicitation of an offer to acquire any securities of Delhaize America, and no such offer or solicitation will be made except in compliance with applicable securities laws.

This press release includes forward-looking statements (statements that are not historical facts and relate to future activities and performance) that involve risks and uncertainties. These forward-looking statements include statements about strategic options, future strategies and the anticipated benefits of these strategies, and they are subject to risks and uncertainties. Actual results may differ materially from those stated in any forward-looking statements based on a number of factors, including the early stage of Delhaize's consideration of these strategic options and strategies, the possibility that Delhaize may decide not to implement any particular strategy, the ability of Delhaize to successfully implement these strategies if and when Delhaize decides to implement them or any of them, and the possibility that the anticipated benefits of these strategies are not achieved. Delhaize assumes no obligation to update the information contained in this press release.

SC 13D/A 3 dai13da.htm FORM 13D/A dai13da

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 9)*

DELHAIZE AMERICA, INC.
_____________________________________________________________________

(Name of Issuer)

Class B Common Stock, $.50 per share
_____________________________________________________________________

(Title of Class of Securities)

344775-10-1
_____________________________________________________________________

(CUSIP Number)

Michael E. Dillard, P.C.
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
1700 Pacific Avenue, Suite 4100
Dallas, Texas 75201-4675
(214) 969-2800
_____________________________________________________________________

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

September 7, 2000
_____________________________________________________________________

(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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box .

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(Continued on following pages)

_____________________________________________________________________________

CUSIP No. 344775-10-1

1.

Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).

 Etablissements Delhaize Freres et Cie "Le Lion" S.A. ("Delhaize Le Lion").
 EIN: 98-0226019 061112 6 2

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)              X
(b)

3.

SEC Use Only

4.

Source of Funds (See Instructions)              OO

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)                     o

6.

Citizenship or Place of Organization                  Belgium

Number of Shares Beneficially Owned by Each Reporting Person With

7.

Sole Voting Power

 

8.

Shared Voting Power

42,345,686 shares of Class B Common Stock

9.

Sole Dispositive Power

21,228,093 shares of Class B Common Stock

10.

Shared Dispositive Power

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

42,345,686 shares of Class B Common Stock

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

13.

Percent of Class Represented by Amount in Row (11)

56.2%

14.

Type of Reporting Person (See Instructions)
CO

____________________________________________________________________________

CUSIP No. 344775-10-1

1.

Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).

Delhaize The Lion America, Inc. ("Detla")
EIN: 51-0232323

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)              X
(b)

3.

SEC Use Only

4.

Source of Funds (See Instructions)              OO

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)                     o

6.

Citizenship or Place of Organization                  Delaware

Number of Shares Beneficially Owned by Each Reporting Person With

7.

Sole Voting Power

 

8.

Shared Voting Power

42,345,686 shares of Class B Common Stock

9.

Sole Dispositive Power

21,117,593 shares of Class B Common Stock

10.

Shared Dispositive Power

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

42,345,686 shares of Class B Common Stock

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

13.

Percent of Class Represented by Amount in Row (11)

56.2%

14,

Type of Reporting Person (See Instructions)
CO

____________________________________________________________________________

Item 1.  Security and Issuer.

          This Amendment No. 9 ("Amendment No. 9") is filed on behalf of Etablissements Delhaize Freres et Cie "Le Lion" S.A. ("Delhaize Le Lion") and Delhaize The Lion America, Inc. ("Detla"), with respect to their Schedule 13D filed October 15, 1976 (the "Schedule 13D"), as amended by Amendment No. 1 thereto filed November 16, 1976 ("Amendment No. 1"), Amendment No. 2 thereto filed September 1, 1983 ("Amendment No. 2"), Amendment No. 3 thereto filed March 16, 1988 ("Amendment No. 3"), Amendment No. 4 thereto filed October 3, 1988 ("Amendment No. 4"), Amendment No. 5 thereto filed March 20, 1992 ("Amendment No. 5"), Amendment No. 6 thereto filed September 20, 1994 ("Amendment No. 6"), Amendment No. 7 thereto filed May 25, 1999 ("Amendment No. 7") and Amendment No. 8 thereto filed December 3, 1999 ("Amendment No. 8") relating to the Class B Common Stock, par value $.50 per share, of Delhaize America, Inc., a North Carolina corporation ("Delhaize America"), previously known as Food Lion, Inc. This Amendment No. 9 supplementally amends the Schedule 13D and Amendment Nos. 1 - 8 thereto. Amounts stated in this Amendment No. 9 reflect a one-for-three reverse split of the number of shares of Delhaize America's Class B Common Stock issued and outstanding effective September 9, 1999.

Item 2.  Identity and Background.

 

(A)

Name:  Detla

 

 

Directors and Executive Officers:

Reference is made to Exhibit B which is incorporated herein by reference.

 

 

Disclosure of Legal Proceedings:

                 Neither Detla nor any director or executive officer of Detla has been convicted in any criminal proceedings, excluding traffic violations and similar misdemeanors, or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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, during the last five years.

 

(B)

Name: Delhaize Le Lion

 

 

Directors and Executive Officers:

Reference is made to Exhibit A which is incorporated herein by reference.

___________________________________________________________________________

 

 

Disclosure of Legal Proceedings:

                 Neither Delhaize Le Lion nor any director or executive officer of Delhaize Le Lion has been convicted in any criminal proceedings, excluding traffic violations and similar misdemeanors, or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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, during the last five years.

Item 4.  Purpose of Transaction.

          On September 6, 2000, Pierre-Olivier Beckers, the Chief Executive Officer and President of Delhaize Le Lion and the Chairman of the Board of Delhaize America, delivered to R. William McCanless, Delhaize America's Chief Executive Officer, a letter setting forth Delhaize Le Lion's proposal to acquire each outstanding share of Class A and Class B Common Stock of Delhaize America not currently owned by Delhaize Le Lion and Detla in exchange for 0.35 shares of Delhaize Le Lion.

          If the proposed transaction is completed, Delhaize Le Lion and Detla will own 100% of the issued and outstanding shares of Delhaize America and Delhaize America will become a wholly-owned subsidiary of Delhaize Le Lion (partially owned through Detla). Delhaize Le Lion anticipates that upon completion of the proposed transaction, Delhaize Le Lion will seek to cause the termination of registration of the Class A and Class B Common Stock of Delhaize America under Section 12 of the Securities Exchange Act of 1934, as amended, and cause the Delhaize America Class A and Class B Common Stock to be delisted from the New York Stock Exchange.

          A copy of Delhaize Le Lion's proposal is attached hereto as Exhibit 99.1 and is incorporated herein by reference in its entirety. In addition, on September 7, 2000, Delhaize Le Lion issued a press release announcing that it had submitted its proposal to Delhaize America. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference in its entirety.

          Depending on the response of Delhaize America to the Delhaize Le Lion proposal and other factors determined to be relevant to Delhaize Le Lion, Delhaize Le Lion may decide upon other plans or make alternate proposals and take such actions with respect to its ownership interest in Delhaize America, including any or all of the actions set forth in paragraphs (a)-(j) of Item 4 of Schedule 13D and any other actions as may be determined by Delhaize Le Lion. Except as set forth in this Item 4 and in furtherance of the proposed transaction, Delhaize Le Lion presently has no plans or proposals which relate to or would result in any of the actions set forth in paragraphs (a)-(j) of Item 4 of Schedule 13D.

____________________________________________________________________________

Item 5.  Interest in Securities of the Issuer.

          (a)     The number and percentage of shares of Class B Common Stock owned by each reporting person as of September 6, 2000 are as follows:

Name of
Reporting Person

Number of Shares

 

Percentage of Outstanding Class B Common
Stock of Delhaize America

Delhaize Le Lion

21,228,093

 

28.2

Detla

21,117,593
_________

 

28.0
____

 

42,345,686

 

56.2

The aggregate amount beneficially owned by each reporting person is 42,345,686 shares.

          (b)     Reference is made to pages 2 and 3 of this Amendment No. 9.

          (c)     During the last 60 days, neither Delhaize Le Lion nor Detla has effected any transactions in the Class A or Class B Common Stock of Delhaize America.

          (d)-(e)   Not applicable.

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

          The 1994 Shareholders' Agreement, as described in Item 4 of Amendment No. 6 to Schedule 13D filed by Delhaize Le Lion on September 20, 1994, was superseded on March 27, 2000 by the 2000 Shareholders' Agreement (the "2000 Shareholders' Agreement"), among Delhaize Le Lion, Detla and Delhaize America. This summary of the provisions of the 2000 Shareholders Agreement is qualified in its entirety by reference to the 2000 Shareholders' Agreement, which was filed by Delhaize America with the U.S. Securities and Exchange Commission as Exhibit 10.A to its Quarterly Report on Form 10-Q filed August 1, 2000, and which is incorporated herein by reference in its entirety.

          Section 1 of the 2000 Shareholders' Agreement provides for the establishment of a Nominating Committee of the Board of Directors of Delhaize America for the purpose of nominating the slate of directors to be submitted to the shareholders of Delhaize America for election at the annual meeting or at any meeting of the shareholders at which a director or directors are to be elected and filling any vacancy that may arise from time to time. Section 1 requires the Bylaws of Delhaize America to be amended to provide that the composition of the Nominating Committee, the composition of each slate of directors and the other responsibilities of the Nominating Committee will be as follows:

(i)

The Nominating Committee consists of three directors, one of whom is designated by Delhaize Le Lion and Detla, one of whom is the Chief Executive Officer of Delhaize America (or his designee from among the Board of Directors of Delhaize America) and one of whom is an independent director;

(ii)

The slate of directors nominated by the Nominating Committee consists of twelve (12) persons, six (6) of whom are proposed by the Chief Executive Officer of Delhaize Le Lion (the "Delhaize Designees"), two (2) of whom are proposed by the Chief Executive Officer of Delhaize America (the "CEO Designees") and four (4) of whom are independent directors;

(iii)

In the event that any director ceases to be a director of Delhaize America, then the Nominating Committee shall nominate an appropriate person to fill such vacancy, selected in the same manner as the director who ceased being a director;

(iv)

The Nominating Committee recommends its slate of directors or any individual nominee to the Board of Directors of Delhaize America. Any nomination(s) of directors recommended by the Nominating Committee shall be approved by the Board of Directors of Delhaize America by Special Vote (i.e., 70%). In the event that the Board of Directors fails to approve a slate or any individual nominee proposed by the Nominating Committee, the Nominating Committee shall meet to propose another slate, or nominee, as the case may be, acceptable to the Board of Directors of Delhaize America.

          Section 2 of the 2000 Shareholders' Agreement sets forth a voting agreement by Delhaize Le Lion and Detla (i) to vote in favor of the slate of directors proposed by the Nominating Committee and approved by the Board of Directors of Delhaize America and (ii) not to participate, directly or indirectly, in any efforts to cause cumulative voting to be in effect for any election of directors of Delhaize America.

           Section 3 of the 2000 Shareholders' Agreement provides that the Bylaws of Delhaize America will provide that an affirmative vote of 70% of the directors will be required to approve certain actions by Delhaize America, including the election of directors and of the Chief Executive Officer of Delhaize America, entering into contracts requiring certain payments, certain capital expenditures, the issuance of stock or other securities of Delhaize America, the sale of assets outside of the ordinary course of business, amendments to the Articles of Incorporation or Bylaws or mergers, consolidations or other extraordinary corporate transactions.

Item 7.  Material to be Filed as Exhibits.

          The reporting persons hereby incorporate by reference the Joint Filing Agreement previously filed by the reporting persons as Exhibit C to Amendment No. 7 to their Schedule 13D, filed May 25, 1999.

 

Exhibit A - List of Directors and Executive Officers of Delhaize Le Lion

 

Exhibit B - List of Directors and Executive Officers of Detla

 

99.1

Proposal Letter, dated September 6, 2000 from Delhaize Le Lion to Delhaize America.

 

99.2

Press Release of Delhaize Le Lion dated September 7, 2000

____________________________________________________________________________

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.

 

ETABLISSEMENTS DELHAIZE FRERES ET CIE "LE LION" S.A.

 

 

 

 By:  

/S/ Pierre-Olivier Beckers
____________________________

 

Name:
Title:  

Pierre-Olivier Beckers
Chief Executive Officer

 

 Dated: 

September 6, 2000

 

 

 

 

 

DELHAIZE THE LION AMERICA, INC.

 

 By:  

/S/ Pierre-Olivier Beckers
____________________________

 

Name:
Title:  

Pierre-Olivier Beckers
Chief Executive Officer

 

 Dated: 

September 6, 2000

 

          The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of this filing person), evidence of the representative's authority to sign on behalf of such person shall be filed with the statement; provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)

__________________________________________________________________________

EXHIBIT INDEX

 

Exhibit A - List of Directors and Executive Officers of Delhaize Le Lion

 

Exhibit B - List of Directors and Executive Officers of Detla

 

99.1

Proposal Letter, dated September 6, 2000 from Delhaize Le Lion to Delhaize America.

 

99.2

Press Release of Delhaize Le Lion dated September 7, 2000

___________________________________________________________________________

EXHIBIT A

          The directors and executive officers of Delhaize Le Lion are as follows:

Name, Title and Business
or Residential Address

 

Present Principal Occupation
or Employment / Citizenship*

Gui de Vaucleroy, Director and Chairman of the Board
rue Osseghem, 53
1080 Brussels, Belgium

 

Chairman of the Board of Directors, Delhaize Le Lion; Retired

Pierre-Olivier Beckers, Director
rue Osseghem, 53
1080 Brussels, Belgium

 

Chief Executive Officer and President of the Executive Committee, Delhaize Le Lion

Philippe Stroobant, Director
rue Osseghem, 53
1080 Brussels, Belgium

 

Director, Delhaize Le Lion; Retired

Roger Boin, Director
rue Osseghem, 53
1080 Brussels, Belgium

 

Director, Delhaize Le Lion; Retired

Charles de Cooman d'Herlinckhove, Director
rue Osseghem, 53
1080 Brussels, Belgium

 

Director, Delhaize Le Lion; Retired

Marcel Degroof, Director
rue Osseghem, 53
1080 Brussels, Belgium

 

Honorary Banker, Bank Degroof; Retired

Jacques Le Clerq, Director
rue Osseghem, 53
1080 Brussels, Belgium

 

Director, Delhaize Le Lion; Retired

Frans Vreys, Director
rue Osseghem, 53
1080 Brussels, Belgium

 

Director, Delhaize Le Lion; Retired

Raymond Max Boon, Director
rue Osseghem, 53
1080 Brussels, Belgium

 

Director, Delhaize Le Lion; Retired

Didier Smits, Director
rue Osseghem, 53
1080 Brussels, Belgium

 

Managing Director of Sprl Papeteries Aubry

_______________
*All of the persons listed on this Exhibit are Belgian unless otherwise indicated.

_________________________________________________________________________

EXHIBIT A - Continued

Name, Title and Business
or Residential Address

 

Present Principal Occupation
or Employment / Citizenship*

Dominique Raquez
rue Osseghem, 53
1080 Brussels, Belgium

 

Member of the Executive Committee and Officer Financial Planning, Control and Development, Delhaize Le Lion

Jean-Claude Coppieters 't Wallant,
rue Osseghem, 53
1080 Brussels, Belgium

 

Secretary of the Board of Directors and Member of the Executive Committee, Delhaize Le Lion; Group Chief Financial Officer

Pierre Dumont
rue Osseghem, 53
1080 Brussels, Belgium

 

Secretary of the Executive Committee, Delhaize Le Lion; Officer Group Human Resources

Renaud Cogels
rue Osseghem, 53
1080 Brussels, Belgium

 

Member of the Executive Committee and General Manager of the Benelux Division, Delhaize Le Lion

Arthur Goethals
rue Osseghem, 53
1080 Brussels, Belgium

 

Member of the Executive Committee and Officer Sales and Marketing (Belgium), Delhaize Le Lion

R. William McCanless
2110 Executive Drive
Salisbury, North Carolina 28145

 

Member of the Executive Committee; Chief Executive Officer of Delhaize America; Citizen of the United States

_______________
*All of the persons listed on this Exhibit are Belgian unless otherwise indicated.

_________________________________________________________________________

EXHIBIT B

          The directors and executive officers of Detla are as follows:

Name, Title and Business
or Residential Address

 

Present Principal Occupation
or Employment / Citizenship*

Gui de Vaucleroy, Director

 

 

Jacques LeClercq, Director

 

Director, Detla

Carl H. Amon III, Director
1155 Avenue of the Americas
New York, New York 10036
U.S.A.

 

Attorney, White & Case / U.S. Secretary, Detla; Citizen of the United States

Pierre-Olivier Beckers, Director

 

Chairman, President and Chief Executive Officer, Detla

Jean-Claude Coppieters 't Wallant, Director

 

Vice President, Treasurer and Assistant Secretary, Detla

Michel Duchateau
rue Osseghem, 53
1080 Brussels, Belgium

 

Accounting Manager, Detla

Dominique Raquez, Director

 

Vice President, Financial Planning, Control and Development, Detla

Note:

Reference is made to Exhibit A to this Schedule for the address and principal occupation of those individuals whose address and principal occupation are not listed here.

_______________
*All of the persons listed on this Exhibit are Belgian unless otherwise indicated.

_________________________________________________________________________

 

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