-----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, jlgZBbSoWHEkKWFAs5k42N21FD6BtcSejNIBA6oz/ZnincyjeMdCaPSYJ1iGWpCK XN7XzPWOJrTFJXWsTAONAg== 0000045379-94-000015.txt : 19940825 0000045379-94-000015.hdr.sgml : 19940825 ACCESSION NUMBER: 0000045379-94-000015 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19940702 FILED AS OF DATE: 19940809 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: HANNAFORD BROTHERS CO CENTRAL INDEX KEY: 0000045379 STANDARD INDUSTRIAL CLASSIFICATION: 5411 IRS NUMBER: 010085930 STATE OF INCORPORATION: ME FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-07603 FILM NUMBER: 94542471 BUSINESS ADDRESS: STREET 1: 145 PLEASANT HILL RD CITY: SCARBOROUGH STATE: ME ZIP: 04011 BUSINESS PHONE: 2078832911 10-Q 1 FORM 10-Q SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 (Mark one) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OF 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 2, 1994 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-7603 HANNAFORD BROS. CO. (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) Registrant's telephone number, including area code: (207) 883-2911 Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X . No . As of July 27, 1994, there were 41,649,171 outstanding shares of Common Stock, $.75 par value, the only authorized class of common stock of the Registrant. INDEX PART I - FINANCIAL INFORMATION Page No. Item 1. Financial Statements Consolidated Balance Sheets, July 2, 1994 and January 1, 1994 3-4 Consolidated Statements of Earnings, Three Months Ended July 2, 1994 and July 3, 1993 5 Consolidated Statements of Earnings, Six Months Ended July 2, 1994 and July 3, 1993 6 Consolidated Statements of Cash Flows, Six Months Ended July 2, 1994 and July 3, 1993 7-8 Notes and Schedules to Consolidated Financial Statements 9-12 Item 2. Management's Discussion and Analysis of Second Quarter 1994 Results 13-16 PART II - OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders 17 Item 5. Other Information 18 Item 6. Exhibits and Reports on Form 8-K 18 Signatures 19 Exhibit 15 - Letter from Coopers & Lybrand regarding Quarterly Review 20 Exhibit 23 - Letter from Coopers & Lybrand regarding Form S-8 Consent 21 HANNAFORD BROS. CO. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS ASSETS (Dollars in thousands) (UNAUDITED) July 2, January 1, 1994 1994 Current assets: Cash and cash items $110,714 $ 77,496 Short-term investments 4 19,855 Accounts receivable, net 15,944 15,765 Inventories 119,415 129,934 Prepaid expenses 4,981 4,695 Deferred income taxes 7,350 7,920 Total current assets 258,408 255,665 Property, plant and equipment, net 444,120 437,606 Leased property under capital leases, net 53,529 50,070 Investment in financing leases 1,771 1,787 Other assets: Notes receivable 500 2,395 Deferred charges, net 40,927 38,416 Computer software costs, net 8,454 8,790 Miscellaneous assets 697 626 Total other assets 50,578 50,227 $808,406 $795,355 See accompanying notes to consolidated financial statements. HANNAFORD BROS. CO. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS LIABILITIES AND SHAREHOLDERS' EQUITY (Dollars in thousands) (UNAUDITED) July 2, January 1, 1994 1994 Current liabilities: Current maturities of long-term debt $ 6,467 $ 7,180 Obligations under capital leases 1,319 1,412 Accounts payable 74,903 79,679 Accrued payroll 17,047 17,323 Other accrued expenses 27,687 29,348 Income taxes 3,781 1,893 Total current liabilities 131,204 136,835 Deferred income tax liabilities 22,765 23,753 Other liabilities 20,157 20,618 Long-term debt 149,901 156,716 Obligations under capital leases 63,198 58,835 Redeemable preferred stock of a subsidiary, par value $100 per share - 1,883 Shareholders' equity Class A Serial Preferred stock, no par, authorized 2,000,000 shares - - Class B Serial Preferred stock, par value $.01 per share, authorized 28,000,000 shares - - Common stock, par value $.75 per share: Authorized 110,000,000 shares; issued and outstanding 41,520,895 shares at July 2, 1994, and 41,210,774 shares at January 1, 1994 31,141 30,908 Additional paid-in capital 105,460 99,748 Preferred stock purchase rights 415 412 Retained earnings 284,165 265,647 Total shareholders' equity 421,181 396,715 $808,406 $795,355 See accompanying notes to consolidated financial statements. HANNAFORD BROS. CO. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EARNINGS (Amounts in thousands except per share data) (UNAUDITED) THREE MONTHS ENDED July 2, July 3, 1994 1993 Sales and other revenues $538,216 $517,974 Cost of sales 404,084 388,512 Gross margin 134,132 129,462 Selling, general and administrative expenses 103,089 100,520 Operating profit 31,043 28,942 Interest expense, net 5,210 4,849 Earnings before income taxes 25,833 24,093 Income taxes 10,424 9,607 Net earnings $ 15,409 $ 14,486 Per share of common stock: Net earnings $ .37 $ .35 Cash dividends $ .095 $ .085 Weighted average number of common shares outstanding (000's) 41,463 41,044 See accompanying notes to consolidated financial statements. HANNAFORD BROS. CO. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EARNINGS (Amounts in thousands except per share data) (UNAUDITED) SIX MONTHS ENDED July 2, July 3, 1994 1993 Sales and other revenues $1,057,294 $1,008,539 Cost of sales 797,417 757,543 Gross margin 259,877 250,996 Selling, general and administrative expenses 205,485 200,633 Operating profit 54,392 50,363 Interest expense, net 9,945 9,833 Earnings before income taxes 44,447 40,530 Income taxes 17,979 16,275 Earnings before cumulative effect of change in accounting principle 26,468 24,255 Cumulative effect to January 3, 1993 of change in income tax accounting - 2,100 Net earnings $ 26,468 $ 26,355 Per share of common stock: Earnings before cumulative effect of change in accounting principle $ .64 $ .59 Cumulative effect to January 3, 1993 of change in income tax accounting - .05 Net earnings $ .64 $ .64 Cash dividends $ .19 $ .17 Weighted average number of common shares outstanding (000's) 41,389 40,951 See accompanying notes to consolidated financial statements. HANNAFORD BROS. CO. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Dollars in thousands) (UNAUDITED) SIX MONTHS ENDED July 2, July 3, 1994 1993 Cash flows from operating activities: Net income $ 26,468 $ 26,355 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 29,198 27,657 Cumulative effect of accounting change -- (2,100) Decrease in inventories 10,519 5,280 (Increase) Decrease in receivables and prepayments 1,429 (4,352) Decrease in accounts payable and accrued expenses (7,174) (2,210) Increase (Decrease) in income taxes payable 1,888 (4,170) Minority interest -- -- Decrease in deferred taxes (418) (172) Other operating activities (1,719) (1,115) Net cash provided by operating activities 60,191 45,173 Cash flows from investing activities: Acquisition of property, plant and equipment (31,629) (32,791) Sale of property, plant and equipment, net 1,431 759 Increase in deferred charges (4,415) (3,544) Increase in computer software costs (1,252) (1,832) (Increase) Decrease in short-term investments 19,851 (6,980) Net cash used in investing activities (16,014) (44,388) Cash flows from financing activities: Principal payments under capital lease obligations (679) (674) Issuance of common stock 5,944 5,884 Payments of long-term debt (8,278) (5,056) Dividends paid (7,946) (7,094) Net cash used for financing activities (10,959) (6,940) Net Increase (Decrease) in cash and cash items 33,218 (6,155) Cash and cash items at beginning of period 77,496 94,789 Cash and cash items at end of period $110,714 $ 88,634 See accompanying notes to consolidated financial statements. HANNAFORD BROS. CO. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS Supplemental disclosures of cash flow information (Dollars in thousands) (UNAUDITED) SIX MONTHS ENDED July 2, July 3, Cash paid during the first half for: 1994 1993 Interest (net of amount capitalized, $1,013 in 1994 and $877 in 1993) $11,496 $11,640 Income taxes $16,509 $20,616 Supplemental disclosure of non-cash investing and financing activity Capital lease obligations of $5,383,000 were incurred during the six month period ended July 2, 1994. Disclosure of accounting policy For the purposes of the Consolidated Statements of Cash Flows, the Company considers all highly liquid debt instruments purchased with maturities of three months or less to be cash items. HANNAFORD BROS. CO. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 1. CONSOLIDATED FINANCIAL STATEMENTS The consolidated financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. In the opinion of management, the amounts shown reflect all adjustments necessary to present fairly the financial position and results of operations for the periods presented. All such adjustments are of a normal recurring nature. Earnings per share of common stock have been determined by dividing net earnings available to common shareholders by the weighted average number of shares of common stock outstanding. The assumed exercise of existing employee stock options has been excluded since it does not result in any material dilution. Net earnings available to common shareholders is equal to net earnings reduced by preferred stock dividends of $27,000 for the three months ended July 2, 1994, $56,000 for the three months ended July 3, 1993, $74,000 for the six months ended July 2, 1994 and $125,000 for the six months ended July 3, 1993. It is suggested that the financial statements be read in conjunction with the financial statements and notes thereto included in the Company's latest annual report. 2. ACQUISITION OF WILSON'S SUPERMARKETS On July 26, 1994, the Company acquired Boney Wilson & Sons, Inc. (Wilson's) and the majority of assets owned by Wilson Brothers Partnership, a partnership which owned certain real estate, the majority of which was leased to Wilson's and used in the ordinary course of business. Wilson's operates 20 supermarkets in southeastern North Carolina and northeastern South Carolina. The purchase also included sites for five additional supermarkets, on three of which construction has already commenced, as well as several shopping centers. HANNAFORD BROS. CO. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) The acquisition will be accounted for as a purchase and accordingly, the assets acquired and liabilities assumed will be recorded at their estimated fair values on the date of acquisition. The total cost of the acquisition, including assumed liabilities and capital leases, is approximately $127 million, which exceeds the preliminary estimated fair value of the acquired net assets by approximately $68 million. The excess will be recorded as goodwill and amortized on the straight line method over 20 years. Included within the assets acquired was approximately $4 million of cash and $4.5 million of cash advances to certain wholesalers. Preliminary proforma unaudited results of operations of the Company, assuming the acquisition had occurred January 2, 1993, are as follows: Unaudited Six Months Ended July 2 July 3 (In thousands except per share data) 1994 1993 Net sales $1,151,376 $1,094,303 Earnings before cumulative effect of change in accounting principle $ 27,304 $ 24,655 Net earnings $ 27,304 $ 26,755 Per share of common stock: Earnings before cumulative effect of change in accounting principle $ .66 $ .60 Cumulative effect of change in accounting principle $ -- $ .05 Net earnings $ .66 $ .65 The foregoing proforma data are not necessarily indicative of what would have occurred had the acquisition been consummated at the beginning of each six month period, nor of future operations of the combined companies. 3. CHANGE IN METHOD OF ACCOUNTING FOR INCOME TAXES Effective January 3, 1993, the Company adopted STATEMENT OF FINANCIAL ACCOUNTING STANDARDS (SFAS) NO. 109 - ACCOUNTING FOR INCOME TAXES (the Statement). The Statement requires a liability method be used in accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting HANNAFORD BROS. CO. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Prior to the adoption of the Statement, income tax expense was determined using the deferred method. Deferred tax expense was based on items of income and expense reported in different years in the financial statements and tax returns and were measured at the tax rate in effect in the year the difference originated. As permitted by the Statement, the Company has elected not to restate the financial statements of any prior periods, the impact of which would not be material. The cumulative effect of this change for periods prior to January 3, 1993 is $2.1 million or $.05 per share and is shown separately in the Consolidated Statement of Earnings for the six months ended July 3, 1993. 4. PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment consists of the following: (in thousands) (Unaudited) July 2, January 1, 1994 1994 Land and improvements $ 55,787 $ 55,699 Buildings 185,197 175,894 Furniture, fixtures & equipment 269,949 252,474 Leasehold interests & improvements 155,376 145,595 Construction in progress 6,546 16,789 672,855 646,451 Less accumulated depreciation and amortization 228,735 208,845 $444,120 $437,606 HANNAFORD BROS. CO. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 5. LEASED PROPERTY Leased property under capital leases consists of the following: (in thousands) (Unaudited) July 2, January 1, 1994 1994 Real property $69,689 $65,151 Less accumulated amortization 16,160 15,081 $53,529 $50,070 6. LONG TERM DEBT During the first half of 1994, the Company extinguished certain debt, collateralized by real estate and equipment, held by insurance companies and by an Industrial Development Agency, totalling $3,742,000. These loans had terms ranging from 7 to 25 years and interest rates between 8.75% and 10.375%. In addition, during the first half of 1994 the Company reduced its unused, uncommitted short term lines of credit from $38 million with five banks to $28 million with four banks. Of this amount, approximately $8 million is reserved to support outstanding standby letters of credit which guarantee payment of certain insurance claims and premiums. 7. REDEEMABLE PREFERRED STOCK OF A SUBSIDIARY On April 21, 1994, the Company redeemed 18,834 shares of a Series B Voting Preferred Stock of its subsidiary. The shares had a par value of $100 and were redeemed at $108 per share, or a total of $2,034,000. HANNAFORD BROS. CO. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF SECOND QUARTER 1994 RESULTS RESULTS OF OPERATIONS Sales and other revenues rose 4.8% for the first half of 1994, to $1,057.3 million, an increase of $48.8 million over the first half of 1993. Retail sales for supermarkets and drug stores increased $51.6 million or 5.4% to $1,015.0 million, reflecting an increase of $6.5 million or 0.7% in sales from supermarkets that were open in both periods presented ("comparable store sales") and additional sales of $45.1 million from the net impact of the remaining drug stores and new, expanded, and closed supermarkets. Other sales and revenues, which include trucking, wholesale, real estate and miscellaneous retail operations, decreased $2.8 million. In the second quarter of 1994, sales and other revenues were $538.2 million, an increase of $20.2 million or 3.9% over those reported for the same period of 1993. Retail sales increased $21.7 million or 4.4% to $516.7 million. Comparable store sales decreased $2.5 million or 0.5% while the net impact of the remaining drug stores and new, expanded, and closed supermarkets resulted in additional sales of $24.2 million. Other sales and revenues decreased $1.5 million during the quarter. Second quarter comparable store sales increased 0.6% when adjusted for the timing of Easter holiday sales which were reported in the first quarter this year and the second quarter last year. Gross margins decreased in the first half of 1994 to 24.6% of sales and other revenues from 24.9% in the first half of 1993. For the second quarter of 1994, gross margins were 24.9% versus 25.0% for the second quarter of 1993. These decreases are a reflection of the competitive pressures throughout the Company's marketing territories. The Company continues to focus on maintaining a competitive pricing strategy in its marketing areas by passing operating efficiencies on to the customer in the form of lower prices. Selling, general and administrative expenses decreased to 19.4% of sales and other revenues in the first half of 1994 as compared to 19.9% in the first half of 1993. This continues a significant downward trend that began in 1992 when first half selling, general and administrative expenses were 20.3% of sales and other revenues. For the second quarter of 1994, selling, general and administrative expenses were 19.2% of sales and other revenues versus 19.4% for the second quarter of 1993. Payroll and payroll related expenses, which exceeded 50% of total selling, general and administrative expenses in all periods presented, decreased as a HANNAFORD BROS. CO. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) MANAGEMENT'S DISCUSSION AND ANALYSIS OF SECOND QUARTER 1994 RESULTS percentage of sales and other revenues when comparing the first half of 1994 with the first half of 1993 and when comparing the second quarter of 1994 with the second quarter of 1993. This resulted from continuing cost containment efforts as evidenced by specific programs that reduced salaries and wages and employer related insurance costs when expressed as a percentage of sales and other revenues. Net earnings increased 0.4% in the first half of 1994 to $26.5 million or 2.5% of sales and other revenues, an increase of $0.1 million from 1993 first half earnings of $26.4 million or 2.6% of sales and other revenues. During the first quarter of 1993, the Company adopted, as required, SFAS NO. 109 - ACCOUNTING FOR INCOME TAXES (Note 3). The cumulative effect of this adjustment, which increased earnings by $2.1 million or $.05 per share, was reflected in the 1993 first half results. Excluding the change in accounting, net earnings for the first half of 1994 increased 9.1% over 1993 first half results. Second quarter 1994 net earnings were $15.4 million or 2.9% of sales and other revenues as compared to $14.5 million or 2.8% of sales and other revenues in the second quarter of 1993. These improvements reflect the impact of reduced selling, general and administrative expenses expressed as a percentage of sales, offset by a reduction in gross margins. CAPITAL RESOURCES AND LIQUIDITY The Company continues to be in a strong liquidity position at July 2, 1994. The current ratio (FIFO basis) at July 2, 1994 was 2.08 while working capital (FIFO basis) was $142.3 million, or 17.3% of total assets. On January 1, 1994, the current ratio (FIFO basis) was 1.98 while working capital (FIFO basis) was $133.6 million, or 16.8% of total assets. The Company values the majority of its inventories using the LIFO method. The current cost of inventories exceeded the LIFO valuation by approximately $15.1 million on July 2, 1994 and $14.8 million at January 1, 1994. The Company's liquidity position is stronger than indicated by stated working capital and current ratios because of available unused lines of revolving credit of $50 million and available unused lines of short-term credit of $20 million on July 2, 1994. Cash and cash items increased $33.2 million to $110.7 million at July 2, 1994 from $77.5 million at January 1, 1994. This increase is primarily the result of an increase in cash provided by operating activities combined with a decrease in cash used in investing activities. HANNAFORD BROS. CO. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) MANAGEMENT'S DISCUSSION AND ANALYSIS OF SECOND QUARTER 1994 RESULTS Cash provided by operating activities was $60.2 million in the first half of 1994, an increase of $15.0 million over the $45.2 million provided in the first half of 1993. This increase is due primarily to decreases in inventories and notes receivable combined with an increase in income taxes payable. These increases in cash provided by operating activities were partially offset by a decrease in accounts payable. Cash used in investing activities decreased $28.4 million during the first half of 1994 to $16.0 million from $44.4 million in the first half of 1993. This decrease is primarily the result of a decrease in short-term investments as the Company shifted funds to highly liquid investments that are classified as cash and cash items to be used to finance the acquisition of Wilson's Supermarkets (Note 2). Cash used in investing activities was $16.0 million in the first half of 1994. Total capital expenditures totalled $37.0 million during the period and were composed of $31.6 million in acquisitions of property, plant and equipment and $5.4 million in non-cash capital lease additions.In January 1994, the Company opened a new supermarket in Saratoga Springs, New York, with approximately 48,000 square feet of retail selling space. In February 1994, the Company opened a new supermarket in Rotterdam, New York, with approximately 47,000 square feet of retail selling space. In May 1994, the Company opened a new supermarket in Bennington, Vermont, with approximately 38,000 square feet of retail selling space. In June 1994, the Company opened two new supermarkets, one in Kingston, New York, with approximately 47,000 square feet of retail selling space and one in Oxford, Maine, with approximately 38,000 square feet of retail selling space, which replaced two smaller outdated facilities in the same marketing area. In addition, during June 1993, the Company held a grand reopening for an expanded supermarket in Rumford, Maine. During the next six months, the Company expects to open four new supermarkets. Excluding the acquisition of Wilson's Supermarkets (Note 2) and expansion plans in the southeastern United States, the Company expects to spend in the range of $70 million in 1994 for capital expenditures. This program, which is subject to continuing change and review, is primarily comprised of new supermarket construction and the expansion or relocation of currently existing supermarkets. Net square footage of retail selling space is expected to increase by approximately 10% by year-end 1994 as a result of this program. The 1994 capital program is expected to be financed by cash and cash items, internally generated funds, lines of credit and leases. HANNAFORD BROS. CO. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) MANAGEMENT'S DISCUSSION AND ANALYSIS OF SECOND QUARTER 1994 RESULTS Cash used for financing activities was $11.0 million in the first half of 1994 as compared to $6.9 million in the first half of 1993. The Company continues to maintain a strong capital structure. Management believes that maintaining such financial flexibility provides a significant competitive advantage and allows the Company to be opportunistic in terms of acquisitions and expansions. ACQUISITION OF WILSON'S SUPERMARKETS On July 26, 1994, the Company finalized the purchase of Wilson's Supermarkets, a privately held company based in Wilmington, North Carolina, for approximately $127 million (Note 2). The acquisition, which was financed by cash and cash items, the Company's common stock and a promissory note, will have no adverse impact on the Company's ability to fund its other planned capital expenditures. The acquired supermarkets will increase the Company's annual sales and other revenues by approximately 10%. In addition to this acquisition, the Company is negotiating options to control other supermarket sites in the same general geographic region. PART II - OTHER INFORMATION Item 4: Submission of Matters to a Vote of Security Holders (a) The Annual Meeting of Shareholders was held on May 19, 1994. (b) Proxies for the meeting were solicited under Regulation 14 of the Securities Exchange Act of 1934 (as amended). (c) The following issues were voted upon by shareholders. All issues were approved as indicated below: 1. TO ELECT FOUR CLASS I DIRECTORS WITHHOLD AUTHORITY BROKER FOR FOR TOTAL NON-VOTES Bruce G. Allbright 36,382,293 94,697 36,476,990 0 William A. Andres 36,390,839 86,151 36,476,990 0 James W. Gogan 36,405,909 71,081 36,476,990 0 Claudine B. Malone 36,390,465 86,525 36,476,990 0 2. TO ELECT ONE CLASS II DIRECTOR WITHHOLD AUTHORITY BROKER FOR FOR TOTAL NON-VOTES Robert L. Strickland 36,383,936 93,054 36,476,990 0 3. TO RATIFY THE APPOINTMENT OF INDEPENDENT AUDITORS BROKER FOR AGAINST ABSTAIN NON-VOTES TOTAL 36,371,626 34,878 70,486 0 (d) Not applicable Item 5: Other Information A limited review was made of the results of the three-month and six-month periods ended July 2, 1994, by Coopers & Lybrand. Item 6: Exhibits and Reports on Form 8-K (a) A letter from Coopers & Lybrand furnished pursuant to Regulation S-X is filed as Exhibit 15. A letter from Coopers & Lybrand regarding incorporation by reference to certain Forms S-8 of the Registrant is filed as Exhibit 23. (b) There were no reports on Form 8-K filed during the quarter ended July 2, 1994. 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 thereunto duly authorized. HANNAFORD BROS. CO. Date August 8, 1994 s/Norman E. Brackett Norman E. Brackett Senior Vice President (Chief Financial Officer) Date August 8, 1994 s/Charles H. Crockett Charles H. Crockett Assistant Secretary EX-15 2 Exhibit 15 REPORT OF INDEPENDENT ACCOUNTANTS To the Board of Directors Hannaford Bros. Co.: We have reviewed the accompanying consolidated balance sheet of Hannaford Bros. Co. and subsidiaries as of July 2, 1994, and the related consolidated statements of earnings and cash flows for the three-month and six-month periods ended July 2, 1994 and July 3, 1993. These financial statements are the responsibility of the Company's management. We conducted our review in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to the accompanying financial statements for them to be in conformity with generally accepted accounting principles. Portland, Maine s/Coopers & Lybrand July 20, 1994, except as to the information included in Note 2, for which the date is July 26, 1994 EX-23 3 Exhibit 23 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, DC 20549 RE: Hannaford Bros. Co. Registrations on Form S-8 We are aware that our report dated July 20, 1994, except as to the information included in Note 2, for which the date is July 26, 1994, on our review of interim financial information of Hannaford Bros. Co. and subsidiaries for the three-month and six-month periods ended July 2, 1994 and included in the Company's quarterly report on Form 10-Q for the quarter then ended is incorporated by reference in the Registration Statements on Form S-8 (Numbers 2-77902, 2-77903, 2-98387, 33-1281, 33-22666, 33-31624 and 33-45273). Pursuant to Rule 436(c) under the Securities Act of 1933, this report should not be considered a part of the Registration Statements prepared or certified by us within the meaning of Sections 7 and 11 of that Act. Portland, Maine s/Coopers & Lybrand August 8, 1994 EX-27 4 WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
5 0000045379 1000 6-MOS DEC-31-1994 JUL-02-1994 110,718 0 16,167 223 119,415 258,408 672,855 228,735 808,406 131,204 0 31,141 0 0 390,040 808,406 1,057,294 1,057,294 797,417 797,417 205,485 0 9,945 44,447 17,979 26,468 0 0 0 26,468 .64 .64
-----END PRIVACY-ENHANCED MESSAGE-----