-----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, I3VSgd6Y9eq8/KIAe8oyUU+xo49AshfWn6i27+7BjjzK9exdNuGevfVT1cEraHpP kyim6VPqdDbwSu3/+4ZofA== 0000045379-00-000004.txt : 20000223 0000045379-00-000004.hdr.sgml : 20000223 ACCESSION NUMBER: 0000045379-00-000004 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20000210 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000222 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: 8-K SEC ACT: SEC FILE NUMBER: 001-07603 FILM NUMBER: 550521 BUSINESS ADDRESS: STREET 1: 145 PLEASANT HILL RD CITY: SCARBOROUGH STATE: ME ZIP: 04074 BUSINESS PHONE: 2078832911 8-K 1 CURRENT REPORT 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: February 10, 2000 (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 February 10, 2000, the shareholders of Hannaford Bros. Co. voted to approve a proposed merger transaction with Delhaize America, Inc. A press release announcing the vote is filed as an exhibit. On February 14, 2000, Hannaford Bros. Co. completed the sale of a majority interest in HomeRuns.com. The purchaser was The Cypress Group, L.L.C. A press release announcing the transaction is filed as an exhibit. Item 7. Financial Statements and Exhibits (c) Exhibits 99.1 Press release dated February 10, 2000, announcing shareholder approval of the merger transaction. 99.2 Press release dated February 14, 2000, announcing completion of sale of a majority interest in HomeRuns.com. 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. /s/ Charles H. Crockett -------------------------- Date: February 22, 2000 By: Charles H. Crockett Assistant Secretary HANNAFORD BROS. CO. EXHIBIT INDEX Exhibit Number Description 99.1 Press Release dated February 10, 2000, announcing shareholder approval of merger transaction. 99.2 Press release dated February 14, 2000, announcing completion of sale of majority interest in HomeRuns.com. EX-99.2 2 PRESS RELEASE - SHAREHOLDER VOTE Exhibit 99.1 FOR IMMEDIATE RELEASE February 10, 2000 CONTACT: Charles H. Crockett Assistant Secretary (207) 885-2349 HANNAFORD SHAREHOLDERS APPROVE MERGER AND HANNAFORD BOARD DECLARES REGULAR QUARTERLY DIVIDEND Scarborough, Maine, February 10, 2000: Hannaford Bros. Co. (NYSE-HRD): The shareholders of Hannaford Bros. Co., at a Special Meeting held today, approved the merger with Delhaize America, Inc. The approval came with the affirmative vote of more than 73% of the shares outstanding. Less than 1% of the shares outstanding voted against the merger. The merger is expected to close following the completion of the federal antitrust review process, which is anticipated to occur in the second quarter. The Hannaford Board of Directors today declared a regular quarterly dividend on the Common Stock. The quarterly dividend of $.165 per share will be paid on March 23, 2000, to shareholders of record at the close of business on March 10, 2000. EX-99.1 3 PRESS RELEASE - SALE OF HOMERUNS.COM Exhibit 99.2 For Further Information Contact: David Lilly Kekst and Company for Cypress Group & HomeRuns.com 212-521-4800 Charles H. Crockett Hannaford Bros. Co. 207-885-2349 FOR IMMEDIATE RELEASE February 14, 2000 HANNAFORD COMPLETES SALE OF MAJORITY INTEREST IN HOMERUNS.COM Scarborough, Maine: Hannaford Bros. Co. (NYSE-HRD), multi-regional food retailer, reported today that it has completed the sale of a majority interest in HomeRuns.com. Hannaford sold the majority interest in its internet-based grocery delivery service to The Cypress Group L.L.C., a New York-based private equity firm, through a $100 million investment and recapitalization. Hannaford will retain an undisclosed minority interest in HomeRuns.com and will no longer reflect the operating results of HomeRuns.com in its income statements. Hannaford will continue to supply HomeRuns.com under a wholesale supply agreement. Hugh G. Farrington, President and Chief Executive Officer, said, "This sale is an ideal solution for us. It allows HomeRuns.com to grow, our operating results are no longer penalized, and, more importantly, we stay connected and continue to learn about e-commerce." The Cypress Group manages two private equity funds with more than $3.5 billion in commitments. Cypress invests in privately negotiated transactions, targeting operating businesses and investing with management to foster continued growth. Investments made by Cypress include Cinemark USA, Inc.; Amtrol Holdings, Inc.; Scotsman Holdings; Genesis Health Ventures, Inc.; FNC Holdings, Inc., parent of Frank's Nursery & Crafts, Inc.; WESCO International, Inc.; ClubCorp, Inc.; Danka Business Systems PLC.; and HomeRuns.com. -----END PRIVACY-ENHANCED MESSAGE-----