-----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, TvhRkIOlju9Hj69yGn1U/I514FYD/elLWGPYFM6oI8hgp0waa8jX4jADH4X72PnF MnHjza3/yuF7kxr/3MbhwA== 0000045379-95-000016.txt : 199507030000045379-95-000016.hdr.sgml : 19950703 ACCESSION NUMBER: 0000045379-95-000016 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19950630 EFFECTIVENESS DATE: 19950630 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: HANNAFORD BROTHERS CO CENTRAL INDEX KEY: 0000045379 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-GROCERY STORES [5411] IRS NUMBER: 010085930 STATE OF INCORPORATION: ME FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 033-60119 FILM NUMBER: 95551606 BUSINESS ADDRESS: STREET 1: 145 PLEASANT HILL RD CITY: SCARBOROUGH STATE: ME ZIP: 04074 BUSINESS PHONE: 2078832911 S-8 POS 1 Registration No. 33-60119 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 HANNAFORD BROS. (Exact name of registrant as specified in its charter) Maine 01-0085930 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 145 Pleasant Hill Road, Scarborough, Maine 04074 (Address of Principal Executive Offices) (Zip Code) HANNAFORD SOUTHEAST SAVINGS AND INVESTMENT PLAN (Full title of plan) Charles H. Crockett 145 Pleasant Hill Road Scarborough, Maine 04074 (207) 883-2911 (Name, address and telephone number of agent for service) CALCULATION OF REGISTRATION FEE Proposed Proposed Title of Maximum Maximum Securities Offering Aggregate Amount of to be Amount to be Price Per Offering Registra- Registered Registered Share* Price* tion Fee Common Stock, 500,000 shares $26.875 $13,437,500 $4,633.62 $.75 Par Value *Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(h). Reflects the average of the high and low prices reported for June 5, 1995. In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. Hannaford Bros. Co. ("Hannaford" or the "Company") and the Hannaford Southeast Savings and Investment Plan (the "Plan") hereby incorporate by reference into this Registration Statement the Company's Annual Report on Form 10-K for the year ended December 31, 1994; the Company's Quarterly Report on Form 10-Q for the quarter ended April 1, 1995; the description of the Company's Common Stock contained in the Registration Statement filed under Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including any amendment or report filed for the purpose of updating such description; and all documents filed by the Company or the Plan pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold. Item 5. Interests of Named Experts and Counsel. Verrill & Dana of Portland, Maine, is general counsel to the Company and has given its opinion with regard to the validity of the Common Stock to which this Registration Statement relates. Peter B. Webster, a partner in the firm, serves as Clerk and an Assistant Secretary of the Company; Gregory S. Fryer, a partner in the firm, also serves as an Assistant Secretary of the Company. Members of the firm hold in the aggregate less than 1% of the Common Stock of Hannaford. Item 6. Indemnification of Directors and Officers. Hannaford's bylaws provide for indemnification of directors and officers of the Company for certain actions taken or omitted in good faith. In general, the scope of such indemnity is as broad as is permitted by the Maine Business Corporation Act. In addition, Hannaford carries liability insurance relative to certain of these indemnifications. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted pursuant to the foregoing provisions or otherwise, the Company has been advised that in the opinion of the Securities and exchange Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. Pursuant to an amended and restated standstill agreement between Hannaford and the Sobey Parties dated as of February 4, 1988, the Company has agreed to indemnify the Sobey Parties against any claims which may arise from execution and delivery of such agreement. The Sobey Parties presently own approximately 25.6% of the Company's outstanding Common Stock. Item 8. Exhibits. (a) The following exhibits are filed as part of this Registration Statement: 4.1 Articles of Incorporation of the Registrant, as amended, is incorporated by reference to Exhibit 3.1 to the Registrant's Annual Report on Form 10-K for the fiscal year ended January 2, 1993 (SEC File No. 1-7603). 4.2 By-laws of the Registrant, as amended, is incorporated by reference to Exhibit 3.2 to the Registrant's Annual Report on Form 10-K for the fiscal year ended January 1, 1994 (SEC File No. 1-7603). 4.3 Rights Agreement dated of February 4, 1988 between the Registrant and The First National Bank of Boston, as Rights Agent, is incorporated by reference to Exhibit 2 to the Registrant's Current Report on Form 8-K, dated February 16, 1988 (SEC File No. 1-7603). 4.4 Appointment and Amendment Agreement dated September 22, 1992 to said Rights Agreement, substituting Continental Stock Transfer & Trust Company as Rights Agent, is incorporated by reference to Exhibit 4.3 to the Registrant's Annual Report on Form 10-K for the fiscal year ended January 2, 1993 (SEC File No. 1-7603). 4.5 Hannaford Southeast Savings and Investment Plan (previously filed). 5 Opinion, dated June 8, 1995, of Verrill & Dana, including the consent of such counsel (previously filed). 15 Letter of Coopers & Lybrand dated June 7, 1995 (previously filed). 23.1 Consent of Coopers & Lybrand (filed herewith). 23.2 Consent of Verrill & Dana (included in Exhibit 5). (b) The Registrant undertakes to submit the Plan and any amendment thereto to the Internal Revenue Service in a timely manner and has made or will make all changes required by the IRS in order to qualify the Plan. Item 9. Undertakings. 1. The undersigned Registrant hereby undertakes to file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement. 2. The undersigned Registrant hereby undertakes that, for the purpose of determining any liability under the Securities Act of 1933, each such post- effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 3. The undersigned Registrant hereby undertakes to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. 4. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's Annual Report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 5. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers, and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer, or controlling person of the Registrant in the successful defense of any action, suit, or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Scarborough, State of Maine, on June 30, 1995. HANNAFORD BROS. CO. /s/Hugh G. Farrington Hugh G. Farrington President Chief Executive Officer Director Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated above. /s/James L. Moody, Jr. /s/Laurel Cutler James L. Moody, Jr. Laurel Cutler Chairman of the Board, Director Director /s/David F. Sobey /s/Blythe J. McGarvie David F. Sobey Blythe J. McGarvie Director Senior Vice President, Chief Financial Officer /s/Walter J. Salmon /s/Robert L. Strickland Walter J. Salmon Robert L. Strickland Director Director /s/Hugh G. Farrington /s/Richard K. Lochridge Hugh G. Farrington Richard K. Lochridge President Director Chief Executive Officer Director /s/Claudine B. Malone /s/Bruce D. Kay Claudine B. Malone Bruce D. Kay Director Vice President & Controller /s/Robert D. Bolinder /s/William A. Andres Robert D. Bolinder William A. Andres Director Director /s/Bruce G. Allbright /s/William T. End Bruce G. Allbright William T. End Director Director /s/James W. Gogan James W. Gogan Director Pursuant to the requirements of the Securities Act of 1933, the Administrative Committee of the Plan has duly caused this Registration Statement to be signed on behalf of the Plan by the undersigned, thereunto duly authorized, in the Town of Scarborough, State of Maine, on June 30, 1995. HANNAFORD SOUTHEAST SAVINGS AND INVESTMENT PLAN By: /s/Garrett D. Bowne, IV Garrett D. Bowne, IV, Member of Administrative Committee By: /s/Andrew P. Geoghegan Andrew P. Geoghegan Member of Administrative Committee By: Karen L. Mank Member of Administrative Committee By: /s/Blythe J. McGarvie Blythe J. McGarvie Member of Administrative Committee By: /s/Michael J. Strout Michael J. Strout Member of Administrative Committee HANNAFORD BROS. CO. POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 INDEX TO EXHIBITS 23.1 Consent of Coopers & Lybrand. EX-23 2 Exhibit 23.1 COOPERS & LYBRAND L.L.P. P. O. Box 9741 Portland, ME 04104-5059 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the inclusion of this registration statement on Form S-8 of our report dated January 23, 1995, on our audits of the consolidated financial statements of Hannaford Bros. Co., which report is included in the annual report on Form 10-K for the year ended December 31, 1994. s/Coopers & Lybrand L.L.P. Coopers & Lybrand L.L.P. Portland, Maine June 7, 1995 -----END PRIVACY-ENHANCED MESSAGE-----