8-K

 
 
 
 
                SECURITIES AND EXCHANGE COMMISSION
 
                      Washington, D. C. 20549
 
                             FORM 8-K
 
                           CURRENT REPORT
 
 
                 Pursuant to Section 13 or 15(d) of
                 the Securities Exchange Act of 1934
 
 
 
 
 Date of report:   December 19, 1997
       (Date of earliest event reported)
 
 
 
 
                        HANNAFORD BROS. CO.                 
      (Exact name of registrant as specified in its charter)
 
 
 
             Maine                      1-7603          01-0085930    
 (State or other jurisdiction of     (Commission     (I.R.S. Employer 
  incorporation or organization)       File No.)     Identification No.)
 
 
 
         145 Pleasant Hill Road, Scarborough, Maine  04074 
        (Address of principal executive offices) (Zip code)
 
 
 Registrant's telephone number:   (207) 883-2911 
 
  
 Item 5.  Other Events.
 
      On December 16, 1997 the Board of Directors of Hannaford Bros. Co.
 approved the adoption of a replacement shareholder rights plan (the
 "Replacement Plan").  The Replacement Plan is similar to the shareholder
 rights plan which Hannaford adopted in 1988, and which by its terms will
 expire on February 4, 1998.
 
      A press release announcing approval of the Replacement Plan is filed
 herewith as an exhibit.
 
 Item 7.  Financial Statements and Exhibits.
 
      (c)  Exhibits.
 
           99.1   Press release dated December 17, 1997, announcing  
                  adoption of a replacement shareholder rights plan.
 
 
                             SIGNATURE
 
      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.
 
 
                                    HANNAFORD BROS. CO.
 
 
 Date: December 19, 1997            By: /s/ Charles H. Crockett    
                                        Charles H. Crockett
                                        Assistant Secretary
 
  
 
                             HANNAFORD BROS. CO.
 
                                EXHIBIT INDEX
 
 
 
 Exhibit
 Number     Description                                  
 
 99.1       Press release dated December 17, 1997,          
            announcing adoption of a replacment
            shareholder rights plan.
 
 
 
 

EX-99

 
                                                  Exhibit 99.1
 
 
                                               CHARLES H. CROCKETT
                                               Assistant Secretary
                                               December 17, 1997
 
                  HANNAFORD RENEWS SHAREHOLDER RIGHTS PLAN
 
 Scarborough, Maine: Hannaford Bros. Co. (NYSE-HRD), a multi-regional food
 retailer, announced today that its Board of Directors has adopted a
 shareholder rights plan, which will become effective upon the expiration of
 the Company's existing rights plan.  The replacement plan is substantially
 identical to the existing plan, except for modification to the exercise and
 redemption prices of the new rights, and the term of the rights plan.
 
 The replacement plan is designed to protect the shareholders of Hannaford
 by preventing abusive or unfair takeover practices.  The plan would
 discourage takeover bids that do not offer terms which the Hannaford Board
 considers to be fair to all shareholders of Hannaford and, among other
 things, provides protection against certain self-dealing transactions by a
 beneficial owner of 20% or more of Hannaford's stock.  The plan is not
 intended to prevent a takeover of Hannaford on terms considered by the
 Hannaford Board to be beneficial to Hannaford shareholders, and, in fact,
 will not do so.  The plan was not adopted in response to any existing
 effort to acquire control of Hannaford.
 
 The terms of the plan provide for a dividend distribution of one right for
 each share of Hannaford common stock to holders of record at the close of
 business on February 4, 1998.  The rights will become exercisable only in
 the event an acquiring party (excluding the Sobey Parties under certain
 circumstances and certain other persons) accumulates 20 percent or more of
 Hannaford voting stock, or if a party announces an offer which would result
 in it owning 30 percent or more of Hannaford voting stock.  The rights will
 expire on February 4, 2001.  Each right will entitle the holder to buy one
 one-hundredth of a share of a series of junior participating preferred
 stock of Hannaford at a price of $60.  In addition, upon the occurrence of
 a merger or other business combination, certain self-dealing transactions
 with an owner of 20% or more of Hannaford voting stock or the acquisition
 by a person or group of 30% or more of Hannaford voting stock, holders of
 the rights will be entitled to purchase either participating preferred
 stock of Hannaford or shares in an "acquiring entity" at half of market
 value.
 
 Hannaford will be entitled to redeem the rights at 1 cent per right any
 time until the tenth day following the acquisition by an acquiring person
 or group of a 20 percent position in its voting stock.
 
 Details of the new Rights Plan will be outlined in a letter to be mailed to
 shareholders.