-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, H5TM3FKBslvg+MwMor66poTcdsjixUqgd7fi7vqUdsJu7y+K3l90NHiUJzVF8w19 6leSwiITLaRvCQ4A7X/njw== 0000950127-94-000030.txt : 19940921 0000950127-94-000030.hdr.sgml : 19940921 ACCESSION NUMBER: 0000950127-94-000030 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19940920 SROS: NONE GROUP MEMBERS: DELHAIZE THE LION AMERICA, INC. GROUP MEMBERS: ETABLISSEMENTS DELHAIZE FRERES ET CIE LELION SA GROUP MEMBERS: ETABLISSEMENTS DELHAIZE FRERES ET CIE, "LE LION" S.A. SUBJECT COMPANY: 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-05964 FILM NUMBER: 94549689 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ETABLISSEMENTS DELHAIZE FRERES ET CIE LELION SA CENTRAL INDEX KEY: 0000930309 STANDARD INDUSTRIAL CLASSIFICATION: STATE OF INCORPORATION: NY FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: WHITE & CASE STREET 2: RUE OSSEGHEM 53 CITY: C9 MAIL ADDRESS: STREET 1: WHITE & CASE STREET 2: 1155 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10036 SC 13D/A 1 AMENDMENT #6 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6)* FOOD LION, INC. (Name of Issuer) Class B Common Stock, $.50 per share (Title of Class of Securities) 344775-10-1 (CUSIP Number) Gwynne H. Wales White & Case 1155 Avenue of the Americas New York, New York 10036 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 15, 1994 (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 the statement ( ). (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) 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 page(s)) CUSIP No. 344775-10-1 Page 2 of 35 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Etablissements Delhaize Freres et Cie, "Le Lion" S.A. ("Delhaize 'Le Lion'"). Delhaize "Le Lion" has not I.R.S. identification number. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (x) (b) ( ) 3 SEC USE ONLY 4 SOURCE OF FUNDS* Not applicable 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) 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: 120,443,462 shares of Class B Common Stock 9 SOLE DISPOSITIVE POWER: 57,090,682 shares of Class B Common Stock 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 125,972,680 shares of Class B Common Stock 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* ( ) 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 52.6% of Class B Common Stock 14 TYPE OF REPORTING PERSON* CO * SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. CUSIP No. 344775-10-1 Page 3 of 35 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Delhaize The Lion America, Inc. ("Detla") EI No. 51-0232323 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (x) (b) ( ) 3 SEC USE ONLY 4 SOURCE OF FUNDS* Not applicable 5 CHECK BOX 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 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER: 8 SHARED VOTING POWER: 120,443,462 shares of Class B Common Stock 9 SOLE DISPOSITIVE POWER: 63,352,780 shares of Class B Common Stock 10 SHARED DISPOSITIVE POWER: 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 125,972,680 shares of Class B Common Stock 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ( ) 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 52.6% of Class B Common Stock 14 TYPE OF REPORTING PERSON* CO * SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. CUSIP No. 344775-10-1 Page 4 of 35 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Tom E. Smith SS No. ###-##-#### 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ( ) (b) (x) 3 SEC USE ONLY 4 SOURCE OF FUNDS* Not applicable 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER: 1,529,267 shares of Class B. Common Stock 8 SHARED VOTING POWER: 9 SOLE DISPOSITIVE POWER: 1,529,267 shares of Class B Common Stock 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 125,972,680 shares of Class B Common Stock 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* ( ) 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 52.6% of Class B Common Stock 14 TYPE OF REPORTING PERSON* IN * SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. CUSIP No. 344775-10-1 Page 5 of 35 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Ralph W. Ketner SS No. ###-##-#### 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ( ) (b) (x) 3 SEC USE ONLY 4 SOURCE OF FUNDS* Not applicable 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER: 3,999,951 shares of Class B Common Stock 8 SHARED VOTING POWER: 9 SOLE DISPOSITIVE POWER: 3,999,951 shares of Class B Common Stock 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 125,972,680 shares of Class B Common Stock 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* ( ) 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 52.6% of Class B Common Stock 14 TYPE OF REPORTING PERSON* IN * SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. Item 1. Security and Issuer. This Amendment No. 6 ("Amendment No. 6") is filed on behalf of Delhaize "Le Lion", and Detla, with respect to its Schedule 13 D (the "Schedule 13D"), as amended by Amendment No. 1 thereto ("Amendment No. 1), Amendment No. 2 thereto dated September 1, 1983 ("Amendment No. 2"), Amendment No. 3 thereto dated March 16, 1988 ("Amendment No. 3"), and Amendment No. 4 thereto dated October 3, 1988 ("Amendment No. 4"), and Amendment No. 5 thereto dated March 20, 1992 ("Amendment No. 5") relating to the Class B Common Stock $.50 per share of Food Lion, Inc., a North Carolina Corporation, to add the following information. Item 2. Identity and Background. (a) 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) 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. The 1988 Shareholders Agreement, as described in Item 4 of Amendment No. 4 to Schedule 13D filed by Delhaize "Le Lion" on October 3, 1988 was amended on May 5, 1994 (the "Amendment"). Pursuant to such Amendment on such date, Mr. Ralph W. Ketner ceased to be a party to the 1988 Shareholders Agreement. A copy of the Amendment is attached hereto as Exhibit C. The 1988 Shareholders Agreement has been superseded on September 15, 1994 by the 1994 shareholders Agreement (the "1994 Shareholders Agreement"), among Delhaize "Le Lion", Detla and Food Lion, Inc. a copy of which is attached hereto as Exhibit D. This summary of provisions, including the definitions of defined terms not defined herein, is qualified in its entirety by reference to the Amendment and to the 1994 Shareholders Agreement. (a) Not applicable. (b) Not applicable. (c) Not applicable. (d) Section 1 of the 1994 Shareholders Agreement, provides for the establishment of a Nominating Committee of the Board of Directors for the purpose of nominating the slate of directors to be submitted to the shareholders 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. The composition of the Nominating Committee, of each slate of directors and the other responsibilities of the Nominating Committee are set forth as follows: (i) The Nominating Committee consists of three directors, one of whom is designated by the Shareholders, one of whom is the Chief Executive Officer of the Company (or his designee from among the members of the Board of Directors of the Company) and one of whom is an independent director; (ii) The slate of directors nominated by the Nominating Committee consists of ten (10) persons, four (4) of whom are proposed by the Chief Executive Officer of Delhaize "Le Lion" (hereinafter the "Delhaize Designees"), two (2) of whom are proposed by the Chief Executive Officer of the Company (hereinafter the "CEO Designees") and four (4) of whom are independent directors; (iii) In the event that any director ceases to be a director of the Company, then the Nominating Committee shall nominate an appropriate person to fill such vacancy, selected in the same manner as the director who ceased being director; (iv) The Nominating Committee recommends its slate of directors or any individual nominee to the Board of Directors of the Company. Any nomination(s) of directors recommended by the Nominating Committee shall be approved by the Board of Directors 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. (e) The 1994 Shareholders Agreement does not provide any provision relating to a dividend policy. (f) Not applicable. (g) Section 3 of the 1994 Shareholders Agreement provides that the By- Laws of the Company shall be modified so as to require an affirmative vote of at least 70% of the directors approving certain actions and in particular to elect a chief executive officer other than Tom Smith, sell or otherwise dispose of a substantial part of the Company's assets other than in the ordinary course of business, and for the merger or consolidation of the Company with and into any other corporation. Until the required shareholders vote is obtained to render such provision effective, subparagraph 3(a) of the 1988 Shareholders Agreement remains in full force and effect. (h) Not applicable. (i) Not applicable. (j) Not applicable. Item 5. Interest in Securities of the Issuer. (a) The number and percentage of shares of Class B Common Stock solely beneficially owned by each reporting person as of September 9, 1994 are as follows:
Name of Percentage of Out- Reporting Number standing Class B Common Person of Shares Stock of the Company Delhaize "Le Lion" 57,090,682 23.8 Detla 63,352,780 26.4 Tom E. Smith 1,529,267 0.6 Ralph W. Ketner 3,999,951 1.7 125,972,680 52.6
Delhaize "Le Lion" and Detla hereby expressly disclaim beneficial ownership of the shares of Class B Common Stock beneficially owned by Tom E. Smith and Ralph W. Ketner; Tom E. Smith and Ralph W. Ketner hereby expressly disclaim Reference is made to Item 6 of this Statement. Include all options presently exercisable or exercisable within 60 days. Includes 203 shares of Class B Common Stock owned by Mr. Smith's wife and excludes 348,912 shares of Class B Common Stock owned by trusts created by Mr. Smith for his children and over which Mr. Smith exercises no voting or investment power. Percentages do not foot due to rounding. beneficial ownership of the shares of Class B Common Stock beneficially owned by Delhaize "Le Lion" and Detla; and each of Tom E. Smith and Ralph W. Ketner disclaim beneficial ownership of Class B Common Stock beneficially owned by the other. (b) Reference is made to pages 2 to 5 of this Statement. (c) Since July 1, 1994, the following transactions took place: None. (d) Not applicable. (e) Pursuant to the Amendment, on May 5, 1994, Mr. Ralph W. Ketner ceased to be a party to the 1988 Shareholders Agreement. Mr. Tom E. Smith is not a party to the 1994 Shareholders Agreement. As a result of such action each of Mr. Ketner and Mr. Smith neither beneficially holds 5% of the Class B Common Stock of the Company, nor is part of any group which beneficially owns 5% of the Class B Common Stock of the Company. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. Section 2 of the 1994 Shareholders Agreement sets forth a voting agreement between the Shareholders (i) to vote in favor of the slate of directors proposed by the Nominating Committee and approved by the Board of Directors of the Company and (ii) not to participate, directly or indirectly, in any effort to cause cumulative voting to be in effect for any election of directors of the Company. On June 30, 1981, the Company entered into an agreement with Mr. Ralph W. Ketner providing for the purchase after his death of that number of shares of Class A and B Common Stock of the Company which the personal representative of Mr. Ketner's estate may elect to sell to the Company. The Company will not be required to purchase shares having an aggregate purchase price in excess of $3,000,000. The purchase price for the shares to be acquired by the Company pursuant to this agreement will be an amount equal to 95% of the means of the high and low "asked" prices of the Class A and Class B Common Stock of the Company as reported in The Wall Street Journal during the six-month period ending on the day next preceding Mr. Ketner's death. Item 7. Material to be Filed as Exhibits. A copy of the Amendment is attached hereto as Exhibit C, a copy of the 1994 Shareholders Agreement is attached as Exhibit D hereto, and a copy of the Joint Filing Agreement pursuant to Rule 13d-1(f) is attached as Exhibit E. Signatures 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/ Gui de Vaucleroy Name: Gui de Vaucleroy Title: Chief Executive Officer and President Dated: September 15, 1994 DELHAIZE THE LION AMERICA, INC.: By: /s/Gui de Vaucleroy Name: Gui de Vaucleroy Title: Chief Executive Officer and Chairman Dated: September 15, 1994 /s/ Tom E. Smith Tom E. Smith Dated: September 15, 1994 /s/ Ralph W. Ketner Ralph W. Ketner Dated: September 15, 1994 EXHIBIT INDEX
Exhibit No. Description Page A List of Directors and Executive Officers of Delhaize "Le Lion" B List of Directors and Executive Officers of Detla C First Amendment to the 1988 Shareholders Agreement D 1994 Shareholders Agreement E Joint Filing Agreement pursuant to Rule 13d-1 (f)(1)(iii)
Attachment Index Pursuant to Item 101(a)(2)(ii) of Regulation S-T and Rule 13d-2(c) of the General Rules and Regulations under the Securities Exchange Act of 1934, attached to this filing are the following documents: Attachment No. 1: Schedule 13D dated October 15, 1976 Attachment No. 2: Amendment No. 1 to Schedule 13D dated November 16, 1976 Attachment No. 3: Amendment No. 2 to Schedule 13D dated September 1, 1983 Attachment No. 4: Amendment No. 3 to Schedule 13D dated March 16, 1988 Attachment No. 5: Amendment No. 4 to Schedule 13D dated October 3, 1988 Attachment No. 6: Amendment No. 5 to Schedule 13D dated March 20, 1992 Attachment No. 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. SCHEDULE 13D Filed pursuant to Rule 14d-1 under the Securities Exchange Act of 1934 by ESTABLISSEMENTS DELHAIZE FRERES & CIE "LE LION" S.A. Rue Osseghem, 53 1080 Brussels, Belgium with respect to the Common Stock, $.50 par value per share of FOOD TOWN STORES, INC. Copies of communications with regard to this Statement should be sent to: Messrs. White & Case 14 Wall Street New York, New York 10005 SCHEDULE 13D Item 1. Security and Issuer Common Stock, $.50 par value per share, of Food Town Stores, Inc., a North Carolina corporation having its principal place of business at Post Office Box 1330, Harrison Road, Salisbury, North Carolina 28144 (the "Company"), registered pursuant to Section 12(g) of the Securities Exchange Act of 1934 (the "Stock"). Item 2. Identity and Background (a) Company: Establissements Delhaize Freres & Cie "Le Lion" S.A. ("Delhaize") Rue Osseghem, 53 1080 Brussels, Belgium Officers and Directors: See Exhibit A, attached. Controlling person: Not applicable. (b) Company: Not applicable. Officers and Directors: See Exhibit A, attached. (c) Company: Retail food sales and distribution. Officers and Directors: See Exhibit A, attached. (d) Company: Not applicable. Officers and Directors: See Exhibit A, attached. (e) Neither Delhaize nor any officer or director of Delhaize have been convicted in any criminal proceedings, excluding traffic violations and similar misdemeanors, during the last 10 years. Item 3. Source and Amount of Funds or Other Consideration Delhaize is offering to purchase 391,000 shares of the Stock of the Company's other shareholders at a purchase price of $25 per share. If 391,000 shares are tendered and purchased pursuant to such offer (the "Tender Offer"), the maximum amount of funds required by Delhaize (not including fees and expenses) will be $9,775,000. Such funds will be obtained from Delhaize's working capital. Item 4. Purpose of Transaction The purpose of the purchase pursuant to the Tender Offer is to allow Delhaize to increase its equity investment in the Company. If the Tender Offer is successful Delhaize will hold an aggregate of approximately 52% of the issued and outstanding shares of the Stock. Delhaize has no plans or proposals to liquidate the Company, to sell its assets, to merge it with any other company, or to request any other major change in its business, management or corporate structure. Item 5. Interest in Securities of the Issuer Delhaize presently owns 1,027,000 shares of the Stock and has agreed to purchase 50,000 shares of Stock from the Company at $25 per share. Delhaize has no right to acquire, directly or indirectly, any Stock other than as discussed in this paragraph or in Item 6 below. No officer or director of Delhaize and no associate of Delhaize or of any such officer or director owns or has a right to acquire, directly or indirectly, any Stock. Neither Delhaize, any officer or director of Delhaize, nor any affiliated person has effected any transaction in the Stock during the past 60 days except for the purchase from the Company discussed above and the purchase in brokerage trans- actions by Delhaize during the period from September 7, 1976 through September 17, 1976 of an aggregate of 34,000 shares at an aggregate price of $704,500 exclusive of commissions, the highest price paid being 21 plus commission on September 16, and the lowest, 19 1/4 plus commission on September 7. Item 6. Contracts, Arrangements or Understandings with Respect to Securities of the Issuer Pursuant to a Stock Purchase Agreement, dated as of October 18, 1974 (the "Stock Purchase Agreement") among the Company, Delhaize and Messrs. Ralph Ketner, James Berrier, Clifford Ray, Wilson Smith and Tom Smith, each of whom was at the time a director of the Company (the "Selling Shareholders"), Delhaize purchased 50,000 shares of the Stock from the Company and an aggregate of 68,000 shares of the Stock from the Selling Shareholders. Shares are not adjusted to reflect a 200% Stock dividend paid in September 1976. Shares are not adjusted to reflect a 200% Stock dividend paid in September 1976. Pursuant to such agreement, the Company also agreed, among other things, (i) to employ a controller satisfactory to the Company and to Delhaize, (ii) to provide Delhaize with registration rights (at Delhaize's expense except in certain limited circumstances) with respect to Stock owned by it, (iii) to make public such information as may be required by Rule 144 or any similar rule in effect, and (iv) to enter into employment agreements with certain key employees of the Company to insure continuity of management. Pursuant to such agreement, employment agreements with Messrs. Ralph Ketner, Wilson Smith and Tom Smith are presently in effect providing for the employment of such persons as president and chief executive officer in the case of Mr. Ketner and as vice presidents in the case of the Messrs. Smith, for terms expiring in 1979 in the case of Mr. Ketner and Mr. Wilson Smith and 1984 in the case of Mr. Tom Smith. In addition, the Stock Purchase Agreement obligates the Company and the Selling Shareholders to indemnify Delhaize against liability or loss of Delhaize arising out of a breach of any representation made by the Company or any Selling Shareholder in connection with the sale of such 118,000 shares. Further, pursuant to the Stock Purchase Agreement, Delhaize holds a right of first refusal with respect to additional Stock held by the Selling Shareholders. Ruth Ketner, Uzeal T. Berrier and Evelyeen W. Smith, the wives of certain of these Selling Shareholders have also granted Delhaize a right of first refusal with respect to Stock owned by them. These rights of first refusal currently related to an aggregate maximum of 356,772 shares of Stock including shares which may be acquired upon the exercise of stock options. Shares are not adjusted to reflect a 200% Stock dividend paid in September 1976. In October 1974 Delhaize also entered into a Shareholders Agreement with the Selling Shareholders and the wives of certain Selling Shareholders providing for the aggregation of votes to vote to increase the Board of Directors of the Company to seven members and to elect a maximum of three members designated by Delhaize (Messrs. Beckers, LeClercq and de Vaucleroy (see Exhibit A)) and for the purpose of amending the Articles of Incorporation upon the request of Delhaize to increase the percentage of stockholder votes required to effect certain major corporate changes from a majority to two- thirds. Delhaize agreed to vote its Stock for the election of four members of the Board designated jointly by Ralph Ketner and those Selling Shareholders who are employees of the Company. Neither Delhaize nor the Selling Shareholders are presently obligated to vote for designees of the other in the event of a demand for cumulative voting. An Amendment to the Shareholders' Agreement dated October 13, 1976, effective as of the date of acceptance of the shares tendered pursuant to the Tender Offer, provides, however, that in the event of cumulative voting the parties would cumulate their votes to elect (i) first, three directors designated by Delhaize, and (ii) second, as many additional directors designated by Mr. Ralph Ketner and the Selling Shareholders who are employees of the Company as the cumulative voting power of the parties permits. The Shareholders Agreement also provided for the amendment of the Company's by-laws to require a "special vote" of 80% of the directors to approve certain major corporate actions such as (i) electing a president other than Ralph Ketner; (ii) entering contracts involving amounts in the excess of $500,000, other than in the ordinary course of business; (iii) making capital expenditures in the excess of $500,000 in any one case or $1,000,000 in the aggregate in any one fiscal year, other than in the ordinary course of business; (iv) issuing or selling securities of the Company, other than pursuant to the Company's current Stock Option Plan; (v) increasing the salary of any officer or employee receiving more than $25,000 annually by more than 15% annually; (vi) selling substantially all of the assets of, or merging, consolidating, reorganizing, recapitalizing or liquidating the Company; or (vii) amending the by-laws or Articles of Incorporation. Pursuant to the Shareholders' Agreement, the Board of Directors has been increased and the by-laws have been amended as agreed. In addition, the by-laws have been further amended to provide that a special vote is required to engage any new officer or employee at a salary in excess of the lowest salary paid to a Vice President of the Company. Delhaize and the Selling Shareholders also stated in the Shareholders' Agreement that it should be the policy of the Company beginning with its 1978 fiscal year to declare and pay dividends in an amount equal to approximately one third of the income after taxes computed on a consolidated basis for the year in which declared. Such acknowledgment does not, however, imply any legally enforceable mutual obligation to cause such dividend policy to be put into effect or otherwise interfere with the discretion of the Board of Directors in such regard but merely evidenced at that time the intention and expectations of the Selling Shareholders. Subject to the Company's financial condition in 1978, it is Delhaize's present intention that it will request the declaration of dividends in such amount at such time. By Agreement dated October 13, 1976, Delhaize has granted Mr. Ralph Ketner a 5-year option in respect of up to 20,000 shares of the Stock commencing six months and a day after the date of acceptance of the shares tendered pursuant to the Tender Offer at an option price initially equal to the net price paid for shares tendered pursuant to the Tender Offer and increasing pursuant to a formula designed to reflect financing costs of the holding of such shares by Delhaize. Mr. Ketner has agreed not to tender shares in response to this offer. To the extent less than 391,000 shares are tendered pursuant to this offer, the number of shares subject to this option will be reduced share for share and, accordingly, if less than 371,000 shares are tendered, this option will lapse in its entirety. If more than 371,000 but less than 391,000 are tendered Delhaize has agreed to use its best efforts to cause FTS to grant to Mr. Ralph W. Ketner an option to purchase a number of shares equal to the difference between the number subject to the option received from Delhaize and 20,000 shares. In a Stock Purchase Agreement dated as of October 13, 1976 between Delhaize and the Company, Delhaize agreed to purchase 50,000 shares of the Company at $25 per share on November 8, 1976. Delhaize and its directors and officers do not have any other contracts, arrangements or understandings with any person with respect to any securities of the Company, including but not limited to the transfer of any of said securities, joint ventures, loan or option arrangements, puts or calls, guaranties of loans, guaranties against losses or guaranties of profits, divi- sion of losses or profits, or the giving or withholding of proxies. Item 7. Persons Retained, Employed or to be Compensated Delhaize has retained Wachovia Bank and Trust Company N.A. to act as depositary bank and Registrar and Transfer Company to act as forwarding agent, for which each will receive compensation for its service. Other than such arrangements Delhaize has neither employed, retained or agreed to compensate any person to make solicitations or recommendations to the holders of the Stock. Item 8. Material to be Filed as Exhibits Exhibit 1 - Copy of the Offer to Purchase dated October 15, 1976 mailed to holders of record of the Stock on that date. Exhibit 2 - Copy of the letter of transmittal to be completed by those persons desiring to tender Stock. Exhibit 3 - Form of press release dated October 15, 1976. SIGNATURE Under authority granted by the Board of Directors of Delhaize, as indicated by the attached certificate of the Directors of Delhaize, and on behalf of Delhaize, we hereby certify that to the best of our knowledge and belief, the information set forth in this statement is true, complete and correct. ESTABLISSEMENTS DELHAIZE FRERES ET CIE. "LE LION" S.A. By /s/ G. Beckers Managing Director G. Beckers By /s/ J. Le Clercq Director J. Le Clercq Dated: October 15, 1976 SIGNATURE Under authority granted by the Board of Directors of Delhaize, as indicated by the attached certificate of the Directors of Delhaize, and on behalf of Delhaize, we hereby certify that to the best of our knowledge and belief, the information set forth in this statement is true, complete and correct. ESTABLISSEMENTS DELHAIZE FRERES ET CIE. "LE LION" S.A. By /s/ G. Beckers Managing Director G. Beckers By /s/ J. Le Clercq Director J. Le Clercq Dated: October 15, 1976 Attachment No. 2 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. AMENDMENT NO. 1 TO SCHEDULE 13D STATEMENT Filed pursuant to Rules 13D-2 and 14d-1 under the Securities Exchange Act of 1934 by ESTABLISSEMENTS DELHAIZE FRERES & CIE. "LE LION" S.A. on October 15, 1976 with respect to the Common Stock, $.50 par value per share of FOOD TOWN STORES, INC. Harrison Road Salisbury, North Carolina 1. Item 5. Interest in Securities of the Issuer is hereby amended by deleting the current paragraph and inserting the following: Delhaize has no right to acquire, directly or indirectly, any Stock other than as discussed in this paragraph or in item 6 below. No officer or director of Delhaize and no associate of Delhaize or of any such officer or director owns or has a right to acquire, directly or indirectly, any Stock. Neither Delhaize, any officer or director of Delhaize, nor any affiliated person has effected any transaction in the Stock during the past 60 days except: (a) the purchase from the Company, on November 8, 1976, of 50,000 shares of Stock at $25 per share, pursuant to a Stock Purchase Agreement, dated October 13, 1976, among the Company and Delhaize; and (b) the purchase of 391,000 shares, on November 12, 1976, of Stock pursuant to the Tender Offer of October 15, 1976 subject in certain instances to subsequent delivery of share certificates and other required documents or to the prompt correction of minor irregularities in connection with such tender. Stock acquired in the above transactions, together with Stock previously owned by Delhaize, results in a current holding of 1,468,000 shares of Stock by Delhaize. SIGNATURE Under authority granted by the Board of Directors of Delhaize, as indicated by the attached certificate of the Directors of Delhaize, and on behalf of Delhaize, we hereby certify that to the best of our knowledge and belief, the information set forth in this amendment to this statement is true, complete and correct. ESTABLISSEMENTS DELHAIZE FRERES ET CIE. "LE LION" S.A. By /s/ G. Beckers Managing Director G. Beckers By /s/ J. Le Clercq/ Director J. Le Clercq Dated: November 16, 1976 Attachment No. 3 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) FOOD LION, INC. (Name of Issuer) Common Stock, par value $.50 per share (Title of Class of Securities) 344775-10-1 (CUSIP Number) Gwynne H. Wales White & Case 14 Wall Street New York, N.Y. 10005 Tel. (212) 732-1040 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 18, 1983 (Date of Event which Requires Filing of this Statement) Various events on various dates from July 18, 1983 to date (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 the statement ( ). (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. The remainder of this cover page shall be filed 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 page(s)) Page 1 of 36 Pages 13D CUSIP No. 344775-10-1 Page 2 of 38 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Etablissements Delhaize Freres et Cie, "Le Lion" S.A. ("Delhaize 'Le Lion'"). Delhaize "Le Lion" has no I.R.S. identification number. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (x) (b) ( ) 3 SEC USE ONLY 4 SOURCE OF FUNDS* Not applicable 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ( ) 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: 14,415,028 9 SOLE DISPOSITIVE POWER: 9,383,607 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 14,415,028 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ( ) 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 55.1% 14 TYPE OF REPORTING PERSON* CO * SEE INSTRUCTIONS BEFORE FILLING OUT!13D CUSIP No. 344775-10-1 Page 3 of 38 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Delhaize The Lion America, Inc. ("Detla") EI No. 51-0232323 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (x) (b) ( ) 3 SEC USE ONLY 4 SOURCE OF FUNDS* Not applicable 5 CHECK BOX 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 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER: 8 SHARED VOTING POWER: 14,415,028 9 SOLE DISPOSITIVE POWER: 3,999,000 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 14,415,028 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ( ) 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 55.1% 14 TYPE OF REPORTING PERSON* CO * SEE INSTRUCTIONS BEFORE FILLING OUT!13D CUSIP No. 344775-10-1 Page 4 of 38 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Ralph W. Ketner 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (x) (b) ( ) 3 SEC USE ONLY 4 SOURCE OF FUNDS* Not applicable 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ( ) 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER: 8 SHARED VOTING POWER: 14,415,018 9 SOLE DISPOSITIVE POWER: 792,131 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 14,415,028 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ( ) 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 55.1% 14 TYPE OF REPORTING PERSON* IN * SEE INSTRUCTIONS BEFORE FILLING OUT!13D CUSIP No. 344775-10-1 Page 5 of 38 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Tom E. Smith 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (x) (b) ( ) 3 SEC USE ONLY 4 SOURCE OF FUNDS* Not applicable 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ( ) 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER: 8 SHARED VOTING POWER: 14,415,028 9 SOLE DISPOSITIVE POWER: 242,800 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 14,415,028 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ( ) 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 55.1% 14 TYPE OF REPORTING PERSON* IN * SEE INSTRUCTIONS BEFORE FILLING OUT!Item 2. Identify and Background. (a) DELHAIZE "LE LION" Place of Organization. Delhaize "Le Lion" is incorporated under the laws of Belgium. Principal Business. Delhaize "Le Lion" is primarily engaged in retail food sales and distribution. Address of Principal Office. rue Osseghem 53 1080 Brussels, Belgium 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 officer of Delhaize "Le Lion" has been convicted in any criminal proceedings, excluding traffic violations and similar misdemeanors, or has been 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. Controlling Person. Not applicable. (b) Detla Place of Organization. Detla is incorporated under the laws of Delaware. Principal Business. Detla is a holding company which owns 100% of Food Giant, Inc.'s capital stock and 15.3% of Food Lion, Inc.'s capital stock. Address of Principal Office. 225 Peachtree Street, N.E. Atlanta, Georgia 30303 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 officer of Detla has been convicted in any criminal proceedings, excluding traffic violations and similar misdemeanors, or has been 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. Controlling Person Detla is a wholly owned subsidiary of Delhaize "Le Lion". Reference is made to (a) above for all information to be disclosed in respect to Delhaize "Le Lion". (c) RALPH W. KETNER Business Address. P.O. Box 1330, Harrison Road Salisbury, North Carolina 28144 Present Principal Occupation. Chairman of the Board, Chief Executive Officer and Treasurer, Food Lion, Inc. Disclosure of Legal Proceedings. Mr. Ketner has not been convicted in any criminal proceedings, excluding traffic violations and similar misdemeanors, and has not been 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. Citizenship. U.S. citizen. (d) TOM E. SMITH Business Address. P.O. Box 1330, Harrison Road Salisbury, North Carolina 28144 Present Principal Occupation. President and Chief Operating Officer, Food Lion, Inc.Disclosure of Legal Proceedings. Mr. Smith has not been convicted in any criminal proceedings, excluding traffic violations and similar misdemeanors, and has not been 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. Citizenship. U.S. citizen.Item 5. Interest in Securities of the Issuer. (a) The number and percentage of shares solely beneficially owned by each reporting person as of July 15, 1983 are as follows:
Name of Percentage of Outstanding Reporting Person Number of Shares Stock of the Company Delhaize "Le Lion" 9,383,607 35.83 Detla 3,999,000 15.27 Ralph W. Ketner 789,521 3.02 Tom E. Smith 242,800 .93 14,415,028 55.05 Reference is made to Item 6 of this Statement. (b) Reference is made to pages 2, 3, 4 and 5 of this Statement. (c) The reporting persons have no knowledge of transactions of shares during the past sixty days except Ralph W. Ketner made several gifts totaling 2,510 shares on July 8, 1993. (d) Not applicable. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. On October 18, 1974, Delhaize "Le Lion" and Ralph W. Ketner, James J. Berrier, Clifford Ray, Wilson L. Smith, Tom E. Smith, Ruth J. Ketner, Uzeal T. Berrier and Evelyeen W. Smith entered into a shareholders agreement (the "Shareholders Agreement") providing for the aggregation of votes to vote at the next meeting of Shareholders to increase the number of Directors of Food Lion, Inc. ("the Company") from five to seven, to elect four Directors designated by Messrs. Ketner, Berrier, Ray, W. Smith and T. Smith, and to elect three Directors designated by Delhaize "Le Lion". An amendment to the Shareholders Agreement among the same parties, dated October 13, 1976, provideS that in the event of cumulative voting the parties would cumulate their votes to elect first the three Directors designated by Delhaize "Le Lion", then for such number of the Directors designated by Messrs. ketner, Berrier, Ray, W. Smith and T. Smith as the cumulative voting power of the parties permits. The Shareholders Agreement was terminated by agreement of the parties thereto (the "Termination Agreement") effective July 18, 1983, and a new shareholders agreement was entered into on the same date by Delhaize "Le Lion", Detla, Ralph W. Ketner and Tom E. Smith (the "Shareholders 1983 Agreement"). The Shareholders 1983 Agreement, which is effective for a period of six years, provides for the aggregation of votes to elect three Directors designated by Mr. Ketner and to elect three Directors designated by Delhaize "Le Lion". In the event of cumulative voting, the parties would vote for Directors in the same manner as described in the Shareholders Agreement. The Shareholders 1983 Agreement also provides for the continuation of the requirement that the By-Laws provide for the affirmative vote of at least 80 per cent of the Directors for certain major corporate actions. The Shareholders 1983 Agreement further provides that the parties thereto will not vote for any amendment to the Charter of the Company unless approved by all of the parties to such agreement and provides for the establishment of a Finance Committee of the Board of Directors whose members will consist of the Chairman and President of the Company and three members designated by Delhaize "Le Lion". The Finance Committee will have the responsibility for approving the capital expenditure budget of the Company and the size, location and format of the stores and warehouses of the Company, and will act by majority vote. Pursuant to a separate agreement entered into on October 18, 1974, among all the parties to the Shareholders Agreement, Delhaize "Le Lion" was granted a right of first refusal with respect to shares of Common Stock owned by each of such other parties. This right of first refusal was terminated by the Termination Agreement. Item 7. Material to be Filed as Exhibits. Copies of the Termination Agreement and the Shareholders 1983 Agreement are attached as Exhibits C and D, respectively.Signatures. After reasonable inquiry and to the best of my knowledge and belief, I certify that the information in this Statement is true, complete and correct. FOR DELHAIZE "LE LION": Under authority granted by the Board of Directors of Delhaize "Le Lion": 08-05-1983 08-05-1983 (Date) (Date) /s/Guy Beckers /s/Jacques Le Clercq (Signature) (Signature) Guy Beckers Jacques LeClercq (Name) (Name) President and Chief Executive Officer Director (Title) (Title) FOR DETLA: Under authority granted by the Board of Directors of Detla: 08-05-1983 (Date) /s/Jacques Le Clercq (Signature) Jacques Le Clercq (Name) President (Title) RALPH W. KETNER TOM E. SMITH 08-21-1983 08-21-1983 (Date) (Date) /s/Ralph W. Ketner/ /s/Tom E. Smith/ (Signature) (Signature) Attachment No. 4 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3) FOOD LION, INC. (Name of Issuer) Class B. Common Stock, $.50 per share (Title of Class of Securities) 344775-10-1 (CUSIP Number) Gwynne H. Wales White & Case 1155 Avenue of the Americas New York, New York 10036 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Various events on various dates from July 18, 1983 to date (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 to 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 the statement ( ). (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. The remainder of this cover page shall be filed 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). Page 1 of 19 SCHEDULE 13D CUSIP No. 344775-10-1 Page 2 of 19 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Etablissements Delhaize Freres et Cie, "Le Lion" S.A. ("Delhaize 'Le Lion'"). Delhaize "Le Lion" has no I.R.S. identification number. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (*) (b) ( ) 3 SEC USE ONLY 4 SOURCE OF FUNDS* Not applicable 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(E) ( ) 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: 85,494,410 shares of Class B Common Stock 9 SOLE DISPOSITIVE POWER: 56,301,642 shares of Class B Common Stock 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 85,434,410 shares of Class B Common Stock 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ( ) 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 53.5% of Class B Common Stock 14 TYPE OF REPORTING PERSON* CO * SEE INSTRUCTIONS BEFORE FILLING OUT!SCHEDULE 13D CUSIP No. 344775-10-1 Page 3 of 19 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Delhaize The Lion America, Inc. ("Detla") EI No. 51-0232323 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (x) (b) ( ) 3 SEC USE ONLY 4 SOURCE OF FUNDS* Not applicable 5 CHECK BOX 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 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER: 8 SHARED VOTING POWER: 85,494,410 shares of Class B Common Stock 9 SOLE DISPOSITIVE POWER: 23,994,000 shares of Class B Common Stock 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 85,494,410 shares of Class B Common Stock 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ( ) 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 53.5% of Class B Common Stock 14 TYPE OF REPORTING PERSON* CO * SEE INSTRUCTIONS BEFORE FILLING OUT!SCHEDULE 13D CUSIP No. 344775-10-1 Page 4 of 19 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Ralph W. Ketner 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (x) (b) ( ) 3 SEC USE ONLY 4 SOURCE OF FUNDS* Not applicable 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(E) ( ) 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER: 8 SHARED VOTING POWER: 85,494,410 shares of Class B Common Stock 9 SOLE DISPOSITIVE POWER: 3,992,042 shares of Class B Common Stock 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 85,494,410 shares of Class B Common Stock 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ( ) 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 53.5% of Class B Common Stock 14 TYPE OF REPORTING PERSON* IN * SEE INSTRUCTIONS BEFORE FILLING OUT!SCHEDULE 13D CUSIP No. 344775-10-1 Page 5 of 19 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Tom E. Smith 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (x) (b) ( ) 3 SEC USE ONLY 4 SOURCE OF FUNDS* Not applicable 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(E) ( ) 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER: 8 SHARED VOTING POWER: 85,494,410 shares of Class B Common Stock 9 SOLE DISPOSITIVE POWER: 1,206,726 shares of Class B Common Stock 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 85,494,410 shares of Class B Common Stock 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ( ) 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 53.5% of Class B Common Stock 14 TYPE OF REPORTING PERSON* IN * SEE INSTRUCTIONS BEFORE FILLING OUT!Item 2.Identity and Background. (a) DETLA Place of Organization. Detla is incorporated under the laws of Delaware. Principal Business. Detla is a holding company which owns 15.1% of Food Lion, Inc.'s Class B Common Stock and 80% of the capital stock of Super Discount Markets, Inc., a supermarket chain. Address of Principal Office. Atlanta Plaza - suite 2160 950 East Paces Ferry Road Atlanta, Georgia 30326 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 officer of Detla has been convicted in any criminal proceedings, excluding traffic violations and similar misdemeanors, or has been 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. Controlling Person. Detla is a wholly owned subsidiary of Delhaize "Le Lion." Reference is made to Exhibit A for a list of the Directors and Executive Officers of Delhaize "Le Lion" supplementary to the information disclosed in respect of Delhaize "Le Lion" in Amendment No. 2 to Schedule 13-D filed by Delhaize "Le Lion" on September 1, 1983. Item 5. Interest in Securities of the Issuer. (a) The number and percentage of shares of Class B. Common Stock solely beneficially owned by each reporting person as of January 20, 1988 are as follows:
Percentage of Outstanding Name of Reporting Class B Common Stock of the Person Number of Shares Company Delhaize "Le Lion" 56,301,642 35.2 Detla 23,994,000 15.0 Ralph W. Ketner 3,992,042 2.5 Tom E. Smith 1,206,726 0.8 85,494,410 53.5 _______________ Reference is made to Item 6 of this Statement. Includes all options presently exercisable or exercisable within 60 days.
(b) Reference is made to pages 2, 3, 4 and 5 of this statement. (c) Since May 21, 1987, the following transactions took place:
Amount of Reporting Date of Securities Price Per Type of Person Transaction Involved Share Transaction Tom E. Smith 5/21/87 5,000 shares $14.50 Open market sale Tom E. Smith 5/22/87 5,000 shares $14.50 Open market sale Tom E. Smith 5/25/87 5,000 shares $14.50 Open market sale Tom E. Smith 5/26/87 60,000 shares $14.625 Open market sale Tom E. Smith 6/24/87 3,000 shares $14.50 Private sale Ralph W. Ketner 10/29/87 79,812,175 $10.19 Two-for-one stock split
(d) Not applicable (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. The Shareholders 1983 Agreement, as described in Item 6 of Amendment No. 2 to Schedule 13-D filed by Delhaize "Le Lion" on September 1, 1983, was amended on March 7, 1985, to increase the number of Directors designated by Mr. Ketner and Delhaize "Le Lion" from three to five, respectively, and to provide that Mr. Ketner will include Mr. Tom E. Smith as one of his designees as long as Mr. Smith is an officer of the Company. The Shareholders 1983 Agreement, as amended, further provides that in the event of cumulative voting, the parties will cumulate their votes to elect first the five Directors designated by Delhaize "Le Lion", then for such number of the Directors designated by Mr. Ketner as the cumulative voting power of the parties permits.Item 7. Material to be Fixed as Exhibits. A copy of the Amendment dated as of March 7, 1985, to the Shareholders 1963 Agreement is attached as Exhibit C hereto.Signatures. 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. FOR DELHAIZE "LE LION": Under the authority granted by the Board of Directors of Delhaize "Le Lion": February 26, 1988 February 26, 1988 (Date) (Date) /s/Gui de Vaucleroy /s/Guy Beckers (Signature) (Signature) Gui de VAUCLEROY Guy BECKERS (Name) (Name) Chief Operating Officer Chief Executive Officer (Title) (Title) FOR DETLA: Under authority granted by the Board of Directors of Detla: February 22, 1988 (Date) /s/ Jacques Le Clercq (Signature) Jacques Le Clercq (Name) President (Title) After reasonable inquiry and to the best of my knowledge and belief, I certify that the information in this Amendment No. 3 to Schedule 13D is true, complete and correct. RALPH W. KETNER TOM E. SMITH March 8, 1988 March 8, 1988 (Date) (Date) /s/ Ralph W. Ketner/ /s/ Tom E. Smith (Signature) (Signature) Attachment No. 5 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4) FOOD LION, INC. (Name of Issuer) Class B Common Stock, $.50 per share (Title of Class of Securities) 344775-10-1 (CUSIP Number) Gwynne H. Wales White & Case 1155 Avenue of the Americas New York, New York 10036 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 22, 1988 (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 the statement ( ). (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) 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 page(s)) Page 1 of 36 Pages SCHEDULE 13D CUSIP No. 344775-10-1 Page 2 of 36 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Etablissements Delhaize Freres et Cie, "Le Lion" S.A. ("Delhaize 'Le Lion'"). Delhaize "Le Lion" has no I.R.S. identification number. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (x) (b) ( ) 3 SEC USE ONLY 4 SOURCE OF FUNDS* Not applicable 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(E) ( ) 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: 85,342,290 shares of Class B Common Stock 9 SOLE DISPOSITIVE POWER: 56,301,642 shares of Class B Common Stock 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 85,342,290 shares of Class B Common Stock 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ( ) 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 53.4% Shares of Class B Common Stock 14 TYPE OF REPORTING PERSON* CO * SEE INSTRUCTIONS BEFORE FILLING OUT!SCHEDULE 13D CUSIP No. 344775-10-1 Page 3 of 36 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Delhaize The Lion America, Inc. ("Detla") EI No. 51-0232323 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (x) (b) ( ) 3 SEC USE ONLY 4 SOURCE OF FUNDS* Not applicable 5 CHECK BOX 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 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER: 8 SHARED VOTING POWER: 85,342,290 shares of Class B Common Stock 9 SOLE DISPOSITIVE POWER: 23,994,000 shares of Class B Common Stock 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 85,342,290 shares of Class B Common Stock 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ( ) 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 53.4% shares of Class B Common Stock 14 TYPE OF REPORTING PERSON* CO * SEE INSTRUCTIONS BEFORE FILLING OUT!SCHEDULE 13D CUSIP No. 344775-10-1 Page 4 of 36 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Ralph W. Ketner 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (x) (b) ( ) SEC USE ONLY 4 SOURCE OF FUNDS* Not applicable 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(E) ( ) 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER: 8 SHARED VOTING POWER: 85,342,290 shares of Class B Common Stock 9 SOLE DISPOSITIVE POWER: 3,902,042 shares of Class B Common Stock 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 85,342,290 shares of Class B Common Stock 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ( ) 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 53.4% Shares of Class B Common Stock 14 TYPE OF REPORTING PERSON* IN * SEE INSTRUCTIONS BEFORE FILLING OUT!SCHEDULE 13D CUSIP No. 344775-10-1 Page 5 of 36 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Tom E. Smith 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (x) (b) ( ) 3 SEC USE ONLY 4 SOURCE OF FUNDS* Not applicable 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(E) ( ) 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER: 8 SHARED VOTING POWER: 85,342,290 shares of Class B Common Stock 9 SOLE DISPOSITIVE POWER: 1,144,606 shares of Class B Common Stock 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 85,342,290 shares of Class B Common Stock 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ( ) 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 53.4% of Class B Common Stock 14 TYPE OF REPORTING PERSON* IN * SEE INSTRUCTIONS BEFORE FILLING OUT!Item 2.Identity and Background (f) 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 officer of Detla has been convicted in any criminal proceedings, excluding traffic violations and similar misdemeanors, or has been 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. (g) 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 officer of Delhaize "Le Lion" has been convicted in any criminal proceedings, excluding traffic violations and similar misdemeanors, or has been 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. The Shareholders 1983 Agreement, as described in Item 6 of Amendment No. 2 to Schedule 13D filed by Delhaize "Le Lion" on September 1, 1983, was superseded on September 22, 1988 by the 1988 Shareholders Agreement (the "1988 Shareholders Agreement"), a copy of which is attached hereto as Exhibit C. This summary of provisions, including the definitions of defined terms not defined herein, is qualified in its entirety by reference to the 1988 Shareholders Agreement. (a) Not applicable. (b) Not applicable. (c) Not applicable. (d) Pursuant to Section 1 of the 1988 Shareholders Agreement, the Shareholders agree to vote their Securities and otherwise participate in the election of directors as follows: a. to (i) vote their Securities to decrease the number of directors of Food Lion, Inc., a North Carolina corporation (the "Company") from 10 to eight at the 1990 Annual Meeting of Shareholders; (ii) vote their Securities to increase the number of directors from eight to 10 at the 1993 Annual Meeting of Shareholders; and (iii) vote their Securities to maintain the number of directors then in office at all other shareholder meetings at which directors are elected; b. to designate from the slate of nominees for director, that number of persons equal to 50% of the total number of directors to be elected as designees of Delhaize "Le Lion" and that number of persons equal to 50% of the total number of directors to be elected as designees of Tom Smith; and c. at each election of directors of the Company, (i) to elect or remove Delhaize Designees as directed by Delhaize "Le Lion"; (ii) to elect or remove Smith Designees as directed by Smith; and (iii) in the event of cumulative voting, first, to elect, retain or remove the Delhaize Designees as directed by Delhaize "Le Lion" and, second, to elect, retain or remove the Smith Designees as directed by Smith. Pursuant to Section 3(a)(ii)(A) of the 1988 Shareholders Agreement, the Shareholders agree that, during the term of the agreement, the Company's bylaws shall provide that the board of directors may not, without an affirmative vote of more than 80% of the directors, elect a president and chief executive officer other than Smith, and, after the 1990 Annual Meeting of Shareholders, elect a chairman of the board of directors other than Smith. (e) The 1988 Shareholders Agreement provides, pursuant to Section 3(b), that the board of directors of the Company shall adopt and maintain a policy to pay cash dividends in any fiscal year in an aggregate amount equal to 25% of the projected consolidated after-tax income (excluding extraordinary items as determined in accordance with generally accepted accounting principles then in effect) of the Company for such fiscal year (as such projection is set forth in the Company's budget for such year as submitted to and approved by the Finance Committee of the board of directors) and in accordance with the requirements and subject to the limitations of North Carolina law and applicable covenants contained in debt instruments and other financing documents to which the Company is a party which have been approved by the affirmative vote of at least a majority of the Finance Committee; provided such dividends may exceed 25% if approved by an affirmative vote of more than 80% of the board of directors of the Company; and provided further, that the obligations of the Shareholders under the 1988 Shareholders Agreement shall not be affected by any action of the board of directors to modify this policy if it determines that retention of earnings to meet reasonably anticipated needs of the Company's business would prevent the payment of dividends at such rate; and provided further that (i) the Shareholders acknowledge that the 1988 Shareholders Agreement does not create any legally enforceable obligation to cause a dividend policy referred to above to be put into effect or otherwise to influence action taken by the board of directors with respect to the declaration of dividends and (ii) the declaration or payment of any dividend is subject to the requirements of North Carolina law and the business judgment of the board of directors. (f) Not applicable. (g) In addition, pursuant to Section 2 of the 1988 Shareholders Agreement, Delhaize "Le Lion" and Detla must use their best efforts to prevent a change in control of Delhaize "Le Lion", Detla or the Company by takeover, merger, tender offer or otherwise. (h) Not applicable. (i) Not applicable. (j) Not applicable. Item 5. Interest in Securities of the Issuer. (a) The number and percentage of shares of Class B. Common Stock solely beneficially owned by each reporting person as of January 20, 1988 are as follows:
Percentage of Outstanding Name of Reporting Class B Common Stock of Person Number of Shares the Company Delhaize "Le Lion" 56,301,642 35.3 Detla 23,994,000 15.0 Ralph W. Ketner 3,902,042 2.4 Tom E. Smith 1,144,606 0.7 85,342,290 53.4 Reference is made to Item 6 of this Statement. Includes all options presently exercisable or exercisable within 60 days.
(b) Reference is made to pages 2, 3, 4 and 5 of this Statement. (c) Since July 23, 1988, the following transactions took place:
Amount of Reporting Date of Securities Price Per Type of Person Transaction Involved Share Transaction Tom E. Smith 8/3/88 1,000 shares N.A. Gift
(d) Not applicable (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. The 1988 Shareholders Agreement, described arrangements among the persons named in Item 2 of Amendment No. 4 to Schedule 13D with respect to securities of the Company. The summary of such provisions, including the definitions of defined terms not defined herein, is qualified in its entirety by reference to the 1988 Shareholders Agreement, attached hereto as Exhibit C. Pursuant to Section 1 of the 1988 Shareholders Agreement, the Shareholders agree to vote their Securities and otherwise participate in the election of directors as follows: (a) to (i) vote their Securities to decrease the number of directors of the Company from 10 to eight at the 1990 Annual Meeting of Shareholders; (ii) vote their Securities to increase the number of directors from eight to 10 at the 1993 Annual Meeting of Shareholders; and (iii) vote their Securities to maintain the number of directors then in office at all other shareholder meetings at which directors are elected; (b) to designate from the slate of nominees for director, that number of persons equal to 50% of the total number of directors to be elected as designees of Delhaize "Le Lion" and that number of persons equal to 50% of the total number of directors to be elected as designees of Tom Smith; and (c) at each election of directors of the Company, (i) to elect or remove Delhaize Designees as directed by Delhaize "Le Lion"; (ii) to elect or remove Smith Designees as directed by Smith; and (iii) in the event of cumulative voting, first, to elect, retain or remove the Delhaize Designees as directed by Delhaize "Le Lion" and, second, to elect, retain or remove the Smith Designees as directed by Smith. Item 7. Material to be Filed as Exhibits. A copy of the 1988 Shareholders Agreement is attached as Exhibit C hereto.Signatures. 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. FOR DELHAIZE "LE LION": Under the authority granted by the Board of Directors of Delhaize "Le Lion": September 22, 1988 September 22, 1988 (Date) (Date) /s/ Guy Beckers /s/ Gui de Vaucleroy (Signature) (Signature) Guy Beckers Gui de Vaucleroy (Name) (Name) Chief Executive Officer Chief Operating Officer (Title) (Title) FOR DETLA: Under authority granted by the Board of Directors of Detla: September 22, 1988 (Date) /s/ Jacques Le Clercq (Signature) Jacques Le Clercq (Name) President (Title) After reasonable inquiry and to the best of my knowledge and belief, I certify that the information in this Amendment No. 4 to Schedule 13D is true, complete and correct. RALPH W. KETNER TOM E. SMITH September 22, 1988 September 22, 1988 (Date) (Date) /Ralph W. Ketner/ /Tom E. Smith/ (Signature) (Signature) Attachment No. 6 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5) FOOD LION, INC. (Name of Issuer) Class B Common Stock, $.50 per share (Title of Class of Securities) 344775-10-1 (CUSIP Number) Gwynne H. Wales White & Case 1155 Avenue of the Americas New York, NY 10036 212-819-8200 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 13, 1994 (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 to 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 the statement ( ). (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) 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 the 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 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). Page 1 of 17 Pages Exhibit Index appears on Page 12SCHEDULE 13D CUSIP No. 344775-10-1 Page 2 of 17 pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Establishments Delhaize Freres et Cie, "Le Lion" S.A. ("Delhaize 'Le Lion'"). Delhaize "Le Lion" has no I.R.S. identification number. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (x) (b) ( ) 3 SEC USE ONLY 4 SOURCE OF FUNDS Not applicable 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ( ) 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: 85,347,195 shares of Class B Common Stock 9 SOLE DISPOSITIVE POWER: 38,060,455 shares of Class B Common Stock 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 85,347,195 shares of Class B Common Stock 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ( ) 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 53.4% of Class B Common Stock 14 TYPE OF REPORTING PERSON CO Pursuant to Rule 13d-4, the Reporting Person hereby expressly disclaims beneficial ownership of shares of Class B Stock beneficially owned by Ralph W. Ketner and Tom E. Smith. SCHEDULE 13D CUSIP No. 344775-10-1 Page 3 of 17 pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Delhaize The Lion America, Inc. ("Detla") El No. 51-0232323 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (x) (b) ( ) 3 SEC USE ONLY 4 SOURCE OF FUNDS Not applicable 5 CHECK BOX 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 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 8 SHARED VOTING POWER 85,347,195 shares of Class B Common Stock 9 SOLE DISPOSITIVE POWER 42,235,187 shares of Class B Common Stock 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 85,347,195 shares of Class B Common Stock 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ( ) 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 53.4% of Class B Common Stock 14 TYPE OF REPORTING PERSON CO Pursuant to Rule 13d-4, the Reporting Person hereby expressly disclaims beneficial ownership of shares of Class B Stock beneficially owned by Ralph W. Ketner and Tom E. Smith. SCHEDULE 13D CUSIP No. 344775-10-1 Page 4 of 17 pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Ralph W. Ketner 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (x) (b) ( ) 3 SEC USE ONLY 4 SOURCE OF FUNDS Not applicable 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ( ) 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER: 8 SHARED VOTING POWER: 85,347,195 shares of Class B Common Stock 9 SOLE DISPOSITIVE POWER: 4,032,042 shares of Class B Common Stock 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 85,347,195 shares of Class B Common Stock 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ( ) 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 53.4% of Class B Common Stock 14 TYPE OF REPORTING PERSON IN Pursuant to Rule 13d-4, the Reporting Person hereby expressly disclaims beneficial ownership of shares of Class B Stock beneficially owned by Delhaize "Le Lion," Detla and Tom E. Smith. SCHEDULE 13D CUSIP No. 344775-10-1 Page 5 of 17 pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Tom E. Smith 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (x) (b) ( ) 3 SEC USE ONLY 4 SOURCE OF FUNDS Not applicable 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ( ) 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 8 SHARED VOTING POWER 85,347,195 shares of Class B Common Stock 9 SOLE DISPOSITIVE POWER 1,019,511 shares of Class B Common Stock 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 85,347,195 shares of Class B Common Stock 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ( ) 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 53.4% of Class B Common Stock 14 TYPE OF REPORTING PERSON IN Pursuant to Rule 13d-4, the Reporting Person hereby expressly disclaims beneficial ownership of shares of Class B Stock beneficially owned by Delhaize "Le Lion," Detla and Ralph W. Ketner. The purpose of this Amendment No. 5 is to add to Items 2, 3, 5 and 7 thereto the information set forth below under the appropriate item. Item 2. Identity and Background Item 2 is hereby amended to update the list of directors and officers for each of Delhaize "Le Lion" and Detla. Reference is made to amended Exhibit A and amended Exhibit B which are incorporated herein by reference. Item 3. Source and Amount of Funds or other Consideration See Item 5(c) below. Item 5. Interest in Securities of the Issuer (d) The number and percentage of shares of Class B Common Stock solely beneficially owned by each reporting person as of March 6, 1992 are as follows:
Percentage of Outstanding Class B Name of Reporting Common Stock of the Person Number of Shares Company Delhaize "Le Lion" 38,060,455 23.8 Delta 42,235,187 26.4 Ralph W. Ketner 4,032,042 2.5 Tom E. Smith 1,019,511 0.6 85,347,195 53.4
Notwithstanding the foregoing, each of the reporting persons may be deemed to be the beneficial owner of the shares of Class B Common Stock owned by the other reporting persons. Delhaize "Le Lion" and Detla hereby expressly disclaim beneficial ownership of shares of Class B Common Stock beneficially owned by Ralph W. Ketner and Tom E. Smith; Ralph W. Ketner hereby expressly disclaims beneficial ownership of shares of Class B Common Stock beneficially owned by Delhaize "Le Lion", Detla and Tom E. Smith; and Tom E. Smith hereby expressly disclaims beneficial ownership of shares of Class B Common Stock beneficially owned by Delhaize "Le Lion", Detla and Ralph W. Ketner. (e) Reference is made to pages 2, 3, 4 and 5 of this Schedule. (f) On January 13, 1992 Delhaize "Le Lion" transferred to Detla 18,241,187 shares of Class B Common Stock of the Company as a contribution to the capital of Detla. In addition, on January 6, 1992, Tom E. Smith donated 2200 shares of Class B Common Stock to Livingston College and on March 2, 1992 Tom E. Smith donated 1,150 shares of Class B Common Stock to Lutheran Services For The Aging, Inc. (g) Not applicable. (h) Not applicable. Item 7. Material to Be Filed as Exhibits
Exhibit No. Description A List of Directors and Officers of Delhaize "Le Lion" B List of Directors and Officers of Detla 1 Joint Filing Agreement pursuant to Rule 13d-1(f)(1)(iii)
SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: March 6, 1992 ETABLISSEMENTS DELHAIZE FRERES ET CIE, "LE LION" S.A. By: /s/ Gui de Vaucleroy Name: Gui de Vaucleroy Title: President and CEO SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: March 6, 1992 DELHAIZE THE LION AMERICA INC. By: /s/ Gui de Vaucleroy Name: Gui de Vaucleroy Title: CEO and Chairman SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: March 19, 1992 /s/ Ralph W. Ketner Ralph W. Ketner SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: March 19, 1992 /s/ Tom E. Smith Tom E. Smith EX-99 2 EXHIBIT A The directors and executive officers of Delhaize "Le Lion" are as follows:
Name, Title and Business or Present Principal Occupation or Residential Address Employment/Citizenship Guy Beckers Chairman Delhaize "Le Lion" rue Langeveld, 63 1180 Brussels, Belgium Charles de Cooman d'Herlinckhove Officer and Member of the Director Management Committee, rue Osseghem, 53 Delhaize "Le Lion" 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" and 1080 Brussels, Belgium Chief Executive Officer and Chairman of the Board, Detla Frans Vreys, Director Director of Companies boulevard Emile Jacqumain, 112 1000 Brussels, Belgium Jacques Le Clercq, Director President and Chief Operating Atlanta Plaza - Suite 2160 Officer, Detla 950 East Paces Ferry Road Atlanta, Georgia 30326 Jacques Boel, Director Executive Director, Usines G. rue Ducale, 21 Boel (steel manufacturing) 1000 Brussels, Belgium Phillippe Stroobant, Director Officer and Member 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 rue Osseghem, 53 1080 Brussels, Belgium In addition, Jean-Claude Coppieters 't Wallant, Pierre-Olivier Beckers, Renaud Cogels, Arthur Goethals and Dominique Raquez whose business addresses are rue Osseghem 53, 1080 Brussels, Belgium, are officers and members of the Management Committee of Delhaize "Le Lion" and Dominique Raquez, whose business address is rue Osseghem, 53, 1080 Brussels, Belgium, is Secretary to such Management Committee. All of the persons listed on this Exhibit are Belgian unless otherwise indicated.
EX-99 3 EXHIBIT B The directors and executive officers of Detla are as follows:
Name, Title and Business or Present Principal Occupation of Residential Address Employment/Citizenship Charles de Cooman d'Herlinckhove Director Marcel Degroof, Director Gui de Vaucleroy, Director Frans Vreys, Director Jacques Le Clercq, Director Jacques Boel, Director Phillippe Stroobant, Director Roger Boin, Director Gwynne H. Wales, Director Attorney, White & Case/U.S. 1155 Avenue of the Americas New York, New York 10036 Pierre-Olivier Beckers, Director J.C. Coppieters 't Wallant, Officer Member, Management Committee, Delhaize "Le Lion"; Vice President and Treasurer, Detla Michel Duchateau, Officer Accounting Manager, Delhaize "Le Lion" and Detla rue Osseghem, 53 1080 Brussels, Belgium 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.
EX-99 4 EXHIBIT C FIRST AMENDMENT TO 1988 SHAREHOLDERS AGREEMENT BY AND AMONG ETABLISSEMENTS DELHAIZE FRERES ET CIE. "LE LION" S.A., DELHAIZE THE LION AMERICA, INC., RALPH W. KETNER AND TOM E. SMITH THIS AMENDMENT, dated as of May 5, 1994 (the "Amendment") to the 1988 Shareholders Agreement by and among Etablissements Delhaize Freres Et Cie. "Le Lion" S.A., a Belgian corporation ("Delhaize"); Delhaize the Lion America, Inc., a Delaware corporation and a wholly owned subsidiary of Delhaize ("Detla"); Ralph W. Ketner ("Ketner") and Tom E. Smith ("Smith") dated as of September 22, 1988 (the "Shareholders Agreement"). The parties hereto desire to amend the Shareholders Agreement and do hereby amend the Shareholders Agreement as follows: 1. Amendment. The Shareholders Agreement is hereby amended by deleting Ralph W. Ketner as a party to the Shareholders Agreement effective as of the date hereof. 2. Counterparts. Any number of counterparts of this Amendment may be signed and delivered and each shall be considered an original and together they shall constitute one agreement. 3. Ratification of Agreement. Except as expressly amended hereby, the Shareholders Agreement shall remain in full force and effect and is hereby ratified and confirmed by Delhaize, Detla and Smith. IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to be executed or has hereunto set his hand and seal as of the day and year first set forth. ETABLISSEMENTS DELHAIZE FRERES ET CIE. "LE LION" S.A. By: /s/ Gui de Vaucleroy Managing Director By: /s/Jacques LeClercq Director DELHAIZE THE LION AMERICA, INC. By: /s/ Gui de Vaucleroy Its: Chief Executive Officer and Chairman Ralph W. Ketner (SEAL) Ralph W. Ketner Tom E. Smith (SEAL) Tom E. Smith Acknowledged: FOOD LION, INC. By: ____________________________ Its: Vice President - Legal Affairs EX-99 5 EXHIBIT D 1994 SHAREHOLDERS' AGREEMENT This 1994 Shareholders' Agreement ("Agreement"), dated as of the 15th day of September, 1994, is among ETABLISSEMENTS DELHAIZE FRERES ET CIE. "LE LION" S.A., a Belgian corporation ("Delhaize"), DELHAIZE THE LION AMERICA, INC., a Delaware corporation and wholly owned subsidiary of Delhaize ("Detla"), and FOOD LION, INC., a North Carolina corporation (the "Company"). STATEMENT OF PURPOSE Delhaize and Detla (hereinafter collectively referred to as the "Shareholders") own, in the aggregate, approximately 38.5 percent of the issued and outstanding nonvoting Class A common stock, par value $.50 per share, and 50.3 percent of the issued and outstanding voting Class B common stock, par value $.50 per share, of the Company. The Company recognizes the expertise and experience of the Shareholders in the retail food supermarket business and desires to ensure that the Company will continue to benefit from such expertise and experience. The Company and the Shareholders recognize the importance of retaining the current management of the Company, including, without limitation, Tom E. Smith as President and Chief Executive Officer, and desire that management should continue to have full responsibility for the day-to-day management of the Company, subject to the authority of the Board of Directors. The Shareholders and the Company recognize that they have had a mutually beneficial relationship of longstanding (in part by reason of the corporate governance provisions of certain past agreements among the Shareholders and other past and present management shareholders of the Company) and believe that the continuation of such relationship on a long-term basis is in the best interest of the Company. The Shareholders and the Company further recognize that provision must be made for the nomination of independent directors, requiring certain changes from the corporate governance provisions of such past agreements. The Shareholders and the Company desire to achieve their purposes by entering into this Agreement relating to certain corporate governance matters affecting the Company, including the voting of stock or other securities of the Company now or hereafter owned by the Shareholders. AGREEMENT 1. Nomination and Election of Directors. Subject to the fiduciary duties of directors under North Carolina law or except as the Board of Directors of the Company by Special Vote (as defined in subparagraph 3(b) below) shall otherwise direct: (a) The Company's Board of Directors shall establish a Nominating Committee of the Board of Directors for the purpose of nominating the slate of directors to be submitted to the shareholders 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 vacancies that may arise from time to time. The composition of the Nominating Committee, the composition of each slate of directors to be nominated and the other responsibilities of the Nominating Committee shall be as set forth below: (i) The Nominating Committee shall consist of three directors, one of whom shall have been designated by the Shareholders, one of whom shall be the Chief Executive Officer of the Company (or his designee from among the members of the Board of Directors of the Company) and one of whom shall be an independent director; (ii) The slate of directors nominated by the Nominating Committee shall consist of ten (10) persons, four (4) of whom shall have been proposed by the Chief Executive Officer of Delhaize (hereinafter the "Delhaize Designees"), two (2) of whom shall have been proposed by the Chief Executive Officer of the Company (hereinafter the "CEO Designees") and four (4) of whom shall be independent directors; (iii) In the event that any director ceases to be a director of the Company, then the Nominating Committee shall nominate an appropriate person to fill such vacancy, selected in the same manner as the director who ceased being director. Thus, in the event a Delhaize Designee ceases to be a director, the vacancy left thereby shall be filled by a new Delhaize Designee, in the event a CEO Designee ceases to be a director, the vacancy left thereby shall be filled by a new CEO Designee, and in the event an independent director ceases to be a director, the vacancy left thereby shall be filled by a new independent director; (iv) The Nominating Committee shall meet at least once a year to determine the proposed slate of directors to be submitted to the annual meeting of shareholders for election. In addition, it shall meet each time a meeting of the shareholders is called for the purpose of electing one or more directors. It shall also meet within thirty (30) days of notice of any vacancy occurring in the Board of Directors to nominate a director to fill such vacancy. It may solicit the views of other shareholders of the Company for suggestions with regard to possible independent directors. It will assess the independence of each such candidate (which shall at a minimum require that the candidate not be currently or previously employed, nor currently paid as a consultant, by the Company or its affiliates or officers or by either of the Shareholders or their respective affiliates or officers) and will consider any other potential for conflict of interest of each such candidate. It will determine the appropriate qualifications for directorship and will evaluate candidates against the requisite qualifications; (v) The Nominating Committee shall recommend its slate of directors or any individual nominee to the Board of Directors of the Company. Approval of any such nomination(s) by the Board of Directors shall be by Special Vote. 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; and (vi) Meetings of the Nominating Committee shall be held at such place as may from time to time be fixed by the Chairman thereof in the Notice of Meeting. Any meeting may be held without notice if all members are present or if notice is waived in writing either before or after the meeting by those not present. Two members of the Nominating Committee shall constitute a quorum and all decisions of the Nominating Committee shall require the affirmative vote of at least two members. The Nominating Committee may take action without a meeting upon unanimous written consent signed by all members of the Nominating Committee. Meetings of the Nominating Committee may be held by means of conference telephone or similar communications equipment and participation in such a meeting shall constitute presence in person at such meeting. (b) Notwithstanding any provision in this paragraph 1 to the contrary, if at any time it is determined that the composition of the Company's Board of Directors does not comply with applicable corporate governance rules contained in Part III, Section 5(c), of Schedule D to the By- Laws of the National Association of Securities Dealers, Inc. or similar rules of any national securities exchange on which the Company's securities may be listed (the "Requirement"), the Nominating Committee shall meet to determine the action necessary to comply with the Requirement and shall recommend such action, including the nomination of an additional director or additional directors and the removal of any director or directors. The Board of Directors, by Special Vote (as defined in subparagraph 3(b) below), shall take such actions as are necessary to comply with the Requirement, but which to the extent possible shall be consistent with the intentions of the parties as set forth in this Agreement. 2. Voting Agreement. At each election of directors of the Company, the Shareholders shall vote their voting shares as follows: (i) In the event cumulative voting is not in effect for such election, to elect the slate of directors proposed by the Nominating Committee and approved by the Board of Directors; and (ii) In the event cumulative voting is in effect for such election of directors, first, to the extent necessary, to elect the Delhaize Designees and thereafter to retain or remove any such Delhaize Designees as the Shareholders shall direct; second, to the extent possible, to elect the CEO Designees and thereafter to retain or remove any such CEO Designees as the CEO shall direct; and third, to the extent possible, to elect the independent directors nominated by the Committee and thereafter to retain or remove any such independent directors as the Committee shall direct. The Shareholders agree not to participate, directly or indirectly, in any effort to cause cumulative voting to be in effect for any election of directors of the Company. 3. By-Laws. (a) The Finance Committee of the Board of Directors established pursuant to Article 5, Section 2 of the By-Laws of the Company shall be abolished and such ByLaw provision shall be repealed. (b) During the term of this Agreement, the Company's By-Laws shall provide that the Board of Directors may not, without an affirmative vote of at least 70 percent of the directors ("Special Vote"): (A) Approve the nomination of any person or persons for election to the Board of Directors or elect a chief executive officer other than Tom E. Smith; (B) Authorize any contract involving payment by the Company of cash or property valued in excess of $500,000, including, without limitation, the purchase, sale or leasing of property or the incurring of indebtedness, except transactions relating to the leasing or construction of stores, warehouses and related facilities or any other transaction in the ordinary course of business; (C) Approve or authorize capital expenditures of more than $500,000 in any one instance or $1,000,000 in the aggregate in any fiscal year, except expenditures relating to the leasing or construction of stores, warehouses and related facilities or any other transaction in the ordinary course of business; (D) Authorize the issuance or sale of stock or other securities of the Company or any subsidiary of the Company, or options or warrants for or obligations convertible into such stock or securities, except the issuance of stock options or stock or both, as the case may be, pursuant to the Company's 1981 Employee Stock Option Plan, 1983 Employee Stock Option Plan, 1991 Employee Stock Option Plan, Employee Stock Purchase Plan and Employee Stock Ownership Plan and other employee benefit plans approved by the Board of Directors; (E) Sell or otherwise dispose of a substantial part of the Company's assets other than in the ordinary course of business; (F) Amend the charter or the By-Laws of the Company; or (G) Approve for submission to the shareholders of the Company for their approval a proposal for the amendment of the Company's charter or the merger or consolidation of the Company with or into any other corporation or the reorganization, recapitalization or liquidation of the Company; provided, that any Special Vote approving any action set forth in this paragraph 3(b) may specify other limitations which shall not be exceeded without a further Special Vote. (c) Subparagraph 3(b) above shall be submitted to the shareholders of the Company for approval in accordance with the requirements of North Carolina law and shall not be effective until such approval is granted. The Shareholders shall vote each share of common stock of the Company beneficially owned by them in favor of such approval. Until such time as subparagraph 3(b) is approved by the requisite shareholder vote of the Company, subparagraph 3(a) of the 1988 Shareholders Agreement dated as of September 22, 1988 among the Shareholders and Messrs. Tom Smith and Ralph Ketner (the "1988 Shareholders Agreement") shall remain in full force and effect. 4. Term. This Agreement shall be effective for a term commencing on the earlier of (i) the termination of the 1988 Shareholders Agreement and (ii) September 22, 1994, and ending April 30, 2001; provided that this Agreement shall terminate in the event that the Shareholders' aggregate ownership of voting shares of the Company shall be reduced to less than 10% of the aggregate outstanding voting shares of the Company. 5. Binding Nature. This Agreement shall be binding upon and shall inure to the benefit of the Company, Delhaize and Detla and their respective successors and assigns until the expiration of the term of this Agreement. Any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of Delhaize, Detla or the Company shall expressly assume and agree to perform this Agreement in the same manner and to the same extent that the respective parties would be required to perform it if no such succession had taken place. 6. Assignment. Neither this Agreement nor any rights hereunder may be assigned without the prior written consent of the other parties hereto and prior to any assignment the assignee must agree in writing to be bound by the terms and conditions of this Agreement. 7. Governing Law. This Agreement shall be construed in accordance with the laws of the State of North Carolina applicable to contracts made and to be performed entirely within such state. 8. Amendment. This Agreement may be amended, modified, superseded, cancelled, renewed or extended only by a written instrument executed by the parties hereto and, in the case of the Company, approved by a Special Vote of its Board of Directors. 9. Notices. Any notice or communication given pursuant hereto by any of the parties hereto to the other parties shall be in writing and personally delivered or mailed by registered or certified mail or by telegraphic means as follows: If to Delhaize: Etablissements Delhaize Freres et Cie. "Le Lion" S.A. rue Osseghem, 53 1080 Brussels, Belgium With a Copy to: Gwynne H. Wales, Esq. White & Case 1155 Avenue of the Americas New York, New York 10036 If to Detla: Delhaize The Lion America, Inc. Suite 2160 Atlanta Plaza 950 East Pace Ferry Road Atlanta, Georgia 30326 With a Copy to: Gwynne H. Wales, Esq. White & Case 1155 Avenue of the Americas New York, New York 10036 If to the Company: Food Lion, Inc. Post Office Box 1330 Salisbury, North Carolina 28145-1330 With a Copy to: Richard Wyatt, P.C. Akin, Gump, Strauss, Hauer & Feld, L.L.P. 1333 New Hampshire Ave., N.W. Suite 400 Washington, D.C. 20036 or to such other address as hereafter shall be furnished in writing by any Shareholder to the other Shareholders. 10. Entire Agreement. This Agreement sets forth the entire understanding and agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements, arrangements and understandings, written or oral, relating to the subject matter hereof. 11. No Employment. Nothing contained in this Agreement shall be construed to constitute an employment agreement with regard to any person. 12. Headings. The headings in this Agreement are solely for convenience of reference and shall be given no effect in the construction or interpretation of this Agreement. 13. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the balance of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby. 14. Counterparts. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of such together shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the date first above written. ETABLISSEMENTS DELHAIZE FRERES ET CIE. "LE LION" S.A. By: /s/ Gui de Vaucleroy By: /s/ Jacques LeClercq DELHAIZE THE LION AMERICA, INC. By: /s/ Gui de Vaucleroy Its: Chief Executive Officer and Chairman FOOD LION, INC. By: /s/ Tom E. Smith Its: EX-99 6 EXHIBIT E JOINT FILING AGREEMENT Pursuant to paragraph (iii) of Rule 13d-l(f) (1) promulgated by the Securities and Exchange Commission (the "Commission") under the Securities and Exchange Act of 1934, as amended, each of the undersigned hereby agrees that the statement on Schedule 13D to which this Agreement shall be attached as an exhibit, including all amendments thereto, shall be filed with the Commission on behalf of each of the undersigned. Dated: September __, 1994 ETABLISSEMENTS DELHAIZE FRERES ET CIE. "LE LION" S.A. By: /s/ Gui de Vaucleroy Name: Gui de Vaucleroy Title: Chief Executive Officer and Chairman DELHAIZE THE LION AMERICA, INC. By: /s/ Gui de Vaucleroy Name: Gui de Vaucleroy Title: Chief Executive Officer and Chairman /s/ Tom E. Smith Tom E. Smith /s/ Ralph W. Ketner Ralph W. Ketner -----END PRIVACY-ENHANCED MESSAGE-----