-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, H5DeMERq9g/zBxRJln4XiJpKZt9MTsiVOttqWrakb0xQdHjYNRDVlgEILFYuBXtd xAykfYa6vtylf/WFT2ChaQ== /in/edgar/work/0000950133-00-004118/0000950133-00-004118.txt : 20001017 0000950133-00-004118.hdr.sgml : 20001017 ACCESSION NUMBER: 0000950133-00-004118 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000731 ITEM INFORMATION: FILED AS OF DATE: 20001016 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DELHAIZE AMERICA INC CENTRAL INDEX KEY: 0000037912 STANDARD INDUSTRIAL CLASSIFICATION: [5411 ] IRS NUMBER: 560660192 STATE OF INCORPORATION: NC FISCAL YEAR END: 0102 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: SEC FILE NUMBER: 001-15275 FILM NUMBER: 740715 BUSINESS ADDRESS: STREET 1: PO BOX 1330 CITY: SALISBURY STATE: NC ZIP: 28145 BUSINESS PHONE: 7046338250 MAIL ADDRESS: STREET 1: PO BOX 1330 CITY: SALISBURY STATE: NC ZIP: 28145 FORMER COMPANY: FORMER CONFORMED NAME: FOOD LION INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: FOOD TOWN STORES INC DATE OF NAME CHANGE: 19830510 8-K/A 1 w41238e8-ka.txt CURRENT REPORT AMENDMENT #1 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A AMENDMENT NO. 1 TO CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (Date of Earliest Event Reported): July 31, 2000 ------------- Delhaize America, Inc. ---------------------- (Exact name of registrant as specified in its charter) Commission File No. 001-15275 --------- North Carolina 56-0660192 - ---------------------------- ------------------- (State or other Jurisdiction of incorporation) (I.R.S. Employer Identification No.) 2110 Executive Drive, P.O. Box 1330 Salisbury, North Carolina 28145-1330 - --------------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (704) 633-8250 -------------- Not Applicable -------------- (Former name or former address, if changed since last report.) 1 2 This Amendment No. 1 on Form 8-K/A (this "Amendment") is being filed by Delhaize America, Inc., a North Carolina corporation ("Delhaize America" or the "Registrant"), to amend Item 7 of the Registrant's Current Report on Form 8-K dated July 31, 2000, filed with the Securities and Exchange Commission (the "SEC") on August 15, 2000 (the "Initial Report"). This Amendment and the Initial Report relate to the merger (the "Merger") of FL Acquisition Sub, Inc., a Maine corporation wholly-owned by Delhaize America, with and into Hannaford Bros. Co., a Maine corporation ("Hannaford"), resulting in Hannaford becoming a wholly-owned subsidiary of Delhaize America. Pursuant to the instructions to Item 7 of Form 8-K, the Registrant is filing this Amendment (not later than 60 days after the date that the Initial Report was required to be filed) in order to include the pro forma financial information required with respect to the acquisition of Hannaford. Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, the complete text of Item 7, as amended, is set forth below. Item 7. Financial Statements and Exhibits Item 7(a). Financial Statements of Business Acquired The required financial information of Hannaford is hereby incorporated by reference to Hannaford's Annual Report on Form 10-K for the period ended January 1, 2000, filed with the SEC on March 10, 2000, and Hannaford's Quarterly Report on Form 10-Q for the quarterly period ended April 1, 2000, filed with the SEC on May 5, 2000. Item 7(b). Pro Forma Financial Information The following unaudited pro forma consolidated condensed financial statements give effect to the Merger applying the purchase method of accounting in accordance with generally accepted accounting principles. The unaudited pro forma consolidated condensed financial statements are presented for illustrative purposes only and are not necessarily indicative of the results of operations or financial position that would have been realized had Delhaize America and Hannaford been a consolidated company during the specified periods, nor are they necessarily indicative of future consolidated results of operations or financial position. The unaudited pro forma consolidated condensed statements of income assume that the Merger was completed at the beginning of the periods presented. The six-month period of 2000 includes the 24-week period ended June 17, 2000 for Delhaize America and the 26-week period ended July 1, 2000 for Hannaford. The unaudited pro forma consolidated condensed balance sheet assumes that the Merger was completed as of June 17, 2000. The unaudited pro forma consolidated condensed financial statements are based on (i) the historical financial statements of Delhaize America as of and for the fiscal year ended January 1, 2000, as reported in Delhaize America's Annual Report on Form 10-K for such period, and as of and for the 24-week period ended June 17, 2000, as reported in Delhaize America's Quarterly Report on Form 10-Q for such period, and (ii) the historical financial statements of Hannaford as of and for the fiscal year ended January 1, 2000, as reported in Hannaford's Annual Report on Form 10-K for such period, and the interim financial statements prepared by Hannaford as of and for the 26-week period ended July 1, 2000. These unaudited pro forma consolidated condensed financial statements should be read in conjunction with and are qualified by the above referenced historical consolidated financial statements of Delhaize America and Hannaford and related notes thereto. 2 3 Unaudited Pro Forma Consolidated Condensed Balance Sheet (Dollars in thousands)
Delhaize America Hannaford as of as of Pro Forma Pro Forma June 17, 2000 July 1, 2000 Adjustments Consolidated -------------------------------------------------------------------------------------- ASSETS Current assets: Cash and cash equivalents $ 100,573 $ 130,463 $ 99,332 (a) $ 330,368 Receivables 222,586 41,186 (6,406) (a),(b) 257,366 Inventories 1,178,395 197,278 (21,957) (a),(c) 1,353,716 Prepaid expenses 57,812 4,705 - 62,517 Deferred tax asset 55,611 - - 55,611 - ----------------------------------------------------------------------------------------------------------------------------------- Total current assets 1,614,977 373,632 70,969 2,059,578 - ----------------------------------------------------------------------------------------------------------------------------------- Property, at cost, less accumulated depreciation 2,107,368 845,305 (203,800) (a),(d) 2,748,873 Intangible assets, less accumulated amortization 250,360 50,088 3,024,283 (a),(e),(f),(g) 3,324,731 Other assets 20,775 72,978 16,202 (a),(d),(f) 109,955 Total assets $ 3,993,480 $1,342,003 $ 2,907,654 $ 8,243,137 =================================================================================================================================== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Short term borrowings $ 235,000 $ - $ 2,772,294 (h) $ 3,007,294 Accounts payable 590,038 206,061 6,952 (a) 803,051 Accrued expenses 327,880 45,833 4,680 (a) 378,393 Capital lease obligations - current 25,137 2,430 1,300 (h) 28,867 Long term debt - current 1,987 - - 1,987 Other liabilities - current 13,100 141 (60) (f) 13,181 - ----------------------------------------------------------------------------------------------------------------------------------- Total current liabilities 1,193,142 254,465 2,785,166 4,232,773 Notes payable - 20,651 (1,250) (h) 19,401 Long-term debt 426,654 156,380 (7,541) (a) 575,493 Capital lease obligations 505,322 59,107 12,498 (h) 576,927 Deferred income tax liabilities 7,421 (1,016) 180,960 (b) 187,365 Other liabilities 101,124 84,951 (10,085) (h) 175,990 - ----------------------------------------------------------------------------------------------------------------------------------- Total liabilities 2,233,663 574,538 2,959,748 5,767,949 - ----------------------------------------------------------------------------------------------------------------------------------- Shareholders' equity: Common stock, par value $.75 per share - 32,819 (32,819) (i) - Common stock A, par value $.50 per share 39,983 - 12,816 (i) 52,799 Common stock B, par value $.50 per share 37,645 - - 37,645 Additional paid-in-capital 156,097 167,747 534,808 (i) 858,652 Preferred stock purchase rights 438 (438) (i) - Retained earnings 1,526,092 566,461 (566,461) (i) 1,526,092 - ----------------------------------------------------------------------------------------------------------------------------------- Total shareholders' equity 1,759,817 767,465 (52,094) 2,475,188 - ----------------------------------------------------------------------------------------------------------------------------------- Total liabilities and shareholders' equity $ 3,993,480 $1,342,003 $ 2,907,654 $ 8,243,137 ===================================================================================================================================
See accompanying notes to the unaudited pro forma consolidated condensed financial information. 3 4 Unaudited Pro Forma Consolidated Condensed Statement of Income (Dollars in thousands, except per share data)
Historical Historical Delhaize America Hannaford For the 24 For the 26 Total Weeks Ended Weeks Ended Pro Forma Pro Forma June 17, 2000 July 1, 2000 Adjustments Consolidated - -------------------------------------------------------------------------------------------------------------- Net Sales $ 5,131,555 $ 1,718,357 $ (322,928) (a) $ 6,526,984 Cost of goods sold 3,864,868 1,283,228 (249,398) (a) 4,898,698 Selling and administrative expenses 1,007,304 343,003 (41,162) (a),(j) 1,309,145 Divestiture and other non-recurring costs 2,944 106,010 (108,954) (a),(k) 0 - -------------------------------------------------------------------------------------------------------------- Operating income (loss) 256,439 (13,884) 76,586 319,141 Interest expense 55,374 9,258 110,286 (a),(l) 174,918 - -------------------------------------------------------------------------------------------------------------- Income (loss) before income taxes 201,065 (23,142) (33,700) 144,223 Provision for income taxes 76,408 (8,794) (482) (m) 67,132 - -------------------------------------------------------------------------------------------------------------- Net Income (loss) $ 124,657 $ (14,348) $ (33,218) $ 77,091 Earnings per common shares and common share equivalents: Primary $ 0.80 $ (0.33) $ 0.43 Fully diluted $ 0.80 $ (0.33) $ 0.42 Weighted average common shares and common share equivalents: Primary 155,241 180,865 (n) Fully diluted 155,367 183,205 (o)
See accompanying notes to the unaudited pro forma consolidated condensed financial information. 4 5 Unaudited Pro Forma Consolidated Condensed Statement of Income (Dollars in thousands, except per share data)
Historical Historical Delhaize America Hannaford Total Year Ended Year Ended Pro Forma Pro Forma January 1, 2000 January 1, 2000 Adjustments Consolidated - ------------------------------------------------------------------------------------------------------------ Net Sales $ 10,891,231 $ 3,434,471 $ (671,762) (a) $ 13,653,940 Cost of goods sold 8,209,486 2,559,812 (523,913) (a) 10,245,385 Selling and administrative expenses 2,091,886 682,240 (101,964) (a),(j) 2,672,162 Merger related costs 1,465 9,453 (10,918) (k) 0 - ------------------------------------------------------------------------------------------------------------ Operating income (loss) 588,394 182,966 (34,967) 736,393 Interest expense 103,820 23,468 220,678 (a),(l) 347,966 - ------------------------------------------------------------------------------------------------------------ Income (loss) before income taxes 484,574 159,498 (255,645) 388,427 Provision for income taxes 184,139 61,480 (72,498) (m) 173,121 - ------------------------------------------------------------------------------------------------------------ Net Income (loss) $ 300,435 $ 98,018 $ (183,147) $ 215,306 Earnings per common shares and common share equivalents: Primary $ 1.91 $ 2.32 $ 1.18 Fully diluted $ 1.91 $ 2.28 $ 1.16 Weighted average common shares and common share equivalents: Primary 157,109 182,733 (n) Fully diluted 157,297 185,555 (o)
See accompanying notes to the unaudited pro forma consolidated condensed information. 5 6 NOTES TO UNAUDITED PRO FORMA CONSOLIDATED CONDENSED FINANCIAL INFORMATION NOTE 1-BASIS OF PRESENTATION The unaudited pro forma consolidated condensed financial information has been prepared applying the purchase method of accounting assuming the Merger, effective July 31, 2000, occurred, with respect to the pro forma statements of income, as of the beginning of the periods presented, and, with respect to the pro forma balance sheet, as of June 17, 2000. Under the purchase method of accounting, the purchase cost is allocated to acquired assets and liabilities based on their relative fair values at the effective date of the Merger. The amount by which the purchase price exceeds the fair value of the net assets acquired has been allocated to goodwill, which will be amortized over forty years. Such allocations are subject to final adjustments within a one-year period from the closing date of the transaction. Management does not presently expect the final allocations to differ materially from the amounts presented herein. The amounts and components of the estimated purchase price reflected in the unaudited pro forma consolidated condensed financial information are as follows: (i) approximately $2.3 billion in cash and approximately 13.7 million shares of Delhaize America Class A common stock valued at approximately $352 million exchanged in the Merger for all the outstanding shares of Hannaford common stock, (ii) fully vested options to purchase approximately 4.2 million shares of Delhaize America Class A common stock valued at approximately $40 million, which were converted from options to acquire shares of Hannaford common stock, and (iii) approximately $0.5 billion in cash and 11.9 million shares of Delhaize America Class A common stock valued at approximately $306 million paid to Empire Company Limited and E.C.L. Investments Limited (the "Empire Group") in a transaction immediately preceding the Merger in exchange for all of the shares of Hannaford common stock held by the Empire Group. The unaudited pro forma consolidated condensed financial information also reflects pro forma adjustments made to reflect (i) allocation of the purchase cost to acquired assets and liabilities, (ii) the sale of 38 Hannaford stores and closing of 13 Hannaford stores in markets in the southeastern United States in response to the antitrust review of the Merger by the Federal Trade Commission ("FTC") and (iii) the sale by Hannaford of a majority interest in HomeRuns.com, Inc. ("HomeRuns"), which was consummated February 14, 2000. The expected cost savings to be achieved as a result of the Merger, estimated at approximately $40 million in the first year following consummation of the Merger and $75 million annually by year three, are excluded from the pro forma data. Certain financial statement items have been reclassified to conform to the current presentation. NOTE 2-PRO FORMA ADJUSTMENTS The following pro forma adjustments have been made to the historical financial statements of Delhaize America and Hannaford based upon assumptions made by management for the purpose of preparing the unaudited pro forma consolidated condensed financial statements. (a) Includes adjustments related to Hannaford's sale or closure of its 51 southeastern United States retail locations and its sale of a majority interest in HomeRuns, an Internet based grocery retail business. The pro forma adjustments reflect (i) elimination of sales, cost of sales and operating costs directly associated with these former Hannaford operations as well as related assets and liabilities, and (ii) inclusion of proceeds received upon sale of divested assets. 6 7 (b) To provide deferred taxes of $173 million related to the temporary differences between book and tax basis of assets and liabilities acquired which arose as a result of the purchase price allocation. (c) To conform Hannaford's inventory accounting method to that used by Delhaize America and to eliminate Hannaford's LIFO reserve to properly reflect the current fair value of its inventory. (d) To adjust Hannaford's long-term assets to current estimated fair market value principally based on independent appraisals. (e) To record identifiable intangible assets acquired in the Merger, principally consisting of trademarks, distribution network, work force, favorable lease rights, and prescription files, having an aggregate value, based on independent appraisal, of approximately $480 million. (f) To eliminate Hannaford's historical basis in certain intangible and other assets. (g) To record approximately $2.6 billion as goodwill representing the excess of purchase price over the fair value of the net tangible and identifiable intangible assets. (h) To record the bridge financing of approximately $2.8 billion and adjust liabilities assumed in the acquisition to estimated fair value based on estimates of current interest rates and market values. (i) To eliminate the Hannaford equity accounts and record the increase in shareholders' equity for the fair value of shares of Delhaize America Class A common stock issued in exchange for shares of Hannaford common stock and the fair value of the Delhaize America fully vested employee stock options which were given in exchange for Hannaford options in connection with the Merger. (j) Represents the amortization of the acquired identifiable intangible assets and goodwill resulting from the acquisition over the estimated useful lives which range from 2 to 40 years. The total amortization included is approximately $43 million and $85 million for the 24-week period ended June 17, 2000 and year ended January 1, 2000, respectively. (k) To eliminate divestiture and merger costs incurred during the period presented. (l) Represents the interest expense effect of approximately $2.7 billion of additional debt as a result of the transaction. Management has assumed an average interest rate of approximately 8% based upon the rate associated with the bridge financing secured for the initial financing of the cash consideration in the Merger. The effect of an interest rate change of 1/8th of one percent would increase/decrease interest expense approximately $3.3 million per year. 7 8 (m) Represents the anticipated tax effect of the pro forma adjustments listed above (excluding goodwill amortization). The principal difference in the effective tax rate for the consolidated pro forma statements of income relates to the amortization of goodwill. (n) Includes shares issued to Hannaford shareholders upon closing of the Merger. (o) Includes the common stock equivalents associated with Delhaize America stock options issued in exchange for fully vested Hannaford stock options held by Hannaford employees. Item 7(c). Exhibits 2 Agreement and Plan of Merger, dated as of August 17, 1999, among Delhaize America, Hannaford and FL Acquisition Sub, Inc., as amended, which is incorporated herein by reference to exhibit 2.1 to Delhaize America's Registration Statement on Form S-4 filed with the SEC on November 17, 1999, as amended by Amendment No. 1 to Delhaize America's Registration Statement on Form S-4 filed with the SEC on January 3, 2000. 23 Consent of Independent Accountants, PricewaterhouseCoopers LLP * 99.1 Press Release, dated July 31, 2000. 99.2 Stock Exchange Agreement, dated August 17, 1999, among Delhaize America, Empire Company Limited and E.C.L. Investments Limited, which is incorporated by reference to Exhibit 99.2 to Delhaize America's Registration Statement on Form S-4 filed with the SEC on November 17, 1999, as amended by Amendment No. 1 to Delhaize America's Registration Statement on Form S-4 filed with the SEC on January 3, 2000. - ----------------------- * Previously filed as an exhibit to Delhaize America's Current Report on Form 8-K, dated July 31, 2000. 8 9 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. DELHAIZE AMERICA, INC. Dated: October 16, 2000 By: /s/ Michael R. Waller --------------------------------- Michael R. Waller Executive Vice President and General Counsel 9 10 EXHIBIT INDEX Exhibit No. Description 2 Agreement and Plan of Merger, dated as of August 17, 1999, among Delhaize America, Hannaford and FL Acquisition Sub, Inc., as amended, which is incorporated herein by reference to exhibit 2.1 to Delhaize America's Registration Statement on Form S-4 filed with the SEC on November 17, 1999, as amended by Amendment No. 1 to Delhaize America's Registration Statement on Form S-4 filed with the SEC on January 3, 2000. 23 Consent of Independent Accountants, PricewaterhouseCoopers LLP * 99.1 Press Release, dated July 31, 2000. 99.2 Stock Exchange Agreement, dated August 17, 1999, among Delhaize America, Empire Company Limited and E.C.L. Investments Limited, which is incorporated by reference to Exhibit 99.2 to Delhaize America's Registration Statement on Form S-4 filed with the SEC on November 17, 1999, as amended by Amendment No. 1 to Delhaize America's Registration Statement on Form S-4 filed with the SEC on January 3, 2000. - --------------- * Previously filed as an exhibit to Delhaize America's Current Report on Form 8-K, dated July 31, 2000. 11 EX-23 2 w41238ex23.txt CONSENT OF PRICEWATERHOUSECOOPERS LLP 1 Exhibit 23 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (No. 333-42882) and on Form S-8 (No. 333-46500) and Post-Effective Amendment No. 1 on Form S-8 to Form S-4 Registration Statement (No. 333-91123) of Delhaize America, Inc. of our report dated January 19, 2000, relating to the consolidated financial statements of Hannaford Bros. Co., which are incorporated by reference in Amendment No. 1 to the Current Report on Form 8-K/A of Delhaize America, Inc. dated July 31, 2000. /s/ PricewaterhouseCoopers LLP Charlotte, North Carolina October 13, 2000 -----END PRIVACY-ENHANCED MESSAGE-----