-----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, LB/S7qrP3kkWm4971SBJKKo02eaWrwhcoQASdbsSWQtQ6Whq6xKQJh6ym3a7sxFJ UpGW+cCNZCrylSjUw0Itdw== 0000950172-99-001094.txt : 19990823 0000950172-99-001094.hdr.sgml : 19990823 ACCESSION NUMBER: 0000950172-99-001094 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990820 GROUP MEMBERS: DAVID F. SOBEY GROUP MEMBERS: E.C.L. INVESTMENTS LIMITED GROUP MEMBERS: EMPIRE CO LTD GROUP MEMBERS: PAULJAN LIMITED GROUP MEMBERS: PENSION PLAN FOR EMPLOYEES OF SOBEYS INC. GROUP MEMBERS: SOBEYS INC. MASTER TRUST INVESTMENT FUND SUBJECT COMPANY: 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: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-17928 FILM NUMBER: 99696871 BUSINESS ADDRESS: STREET 1: 145 PLEASANT HILL RD CITY: SCARBOROUGH STATE: ME ZIP: 04074 BUSINESS PHONE: 2078832911 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: EMPIRE CO LTD CENTRAL INDEX KEY: 0000908931 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: A5 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 115 KING ST CITY: STELLARTON NOVA SCOT STATE: A5 ZIP: 00000 MAIL ADDRESS: STREET 1: SKADDEN ARPS SLATE MEAGHER FLOM STREET 2: 1440 NEW YORK AVENUE NW CITY: WASHINGTON STATE: DC ZIP: 20008 SC 13D/A 1 SCHEDULE 13D - AMENDMENT NO. 15 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D (Rule 13d-101) Amendment No. 15 INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT RULE 13d-2(a) HANNAFORD BROS. CO. (Name of Issuer) Common Stock, $0.75 par value (Title of Class of Securities) 510550 10 7 (CUSIP Number) EMPIRE COMPANY LIMITED 115 King Street Stellarton, Nova Scotia BOK 1S0 902-755-4440 Attn: Allan D. Rowe, Senior Vice President, Chief Financial Officer and Secretary (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Copy to: Milton G. Strom, Esq. Skadden, Arps, Slate, Meagher & Flom LLP 919 Third Avenue New York, New York 10022 (212) 735-3000 August 17, 1999 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this Schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box: [ ] CUSIP No. 510550 10 7 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: EMPIRE COMPANY LIMITED 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a)[ ] (b)[ X ] 3. SEC USE ONLY 4. SOURCE OF FUNDS: WC, AF, BK 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e): [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION: Canada (Nova Scotia) NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER 5,550,461 8. SHARED VOTING POWER 4,868,104* 9. SOLE DISPOSITIVE POWER 5,550,461 10. SHARED DISPOSITIVE POWER 4,868,104* 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,799,812* 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 25.6%* 14. TYPE OF REPORTING PERSON CO - -------------------- * See Item 5 of Amendment No. 14 to this statement on Schedule 13D. CUSIP No. 510550 10 7 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: E.C.L. INVESTMENTS LIMITED 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a)[ ] (b)[ X ] 3. SEC USE ONLY 4. SOURCE OF FUNDS: WC, OO, AF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e): [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION: Canada (Nova Scotia) NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 4,868,104* 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 4,868,104* 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,868,104* 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.5%* 14. TYPE OF REPORTING PERSON CO - -------------------- * See Item 5 of Amendment No. 14 to this statement on Schedule 13D. CUSIP No. 510550 10 7 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: PAULJAN LIMITED 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a)[ ] (b)[ X ] 3. SEC USE ONLY 4. SOURCE OF FUNDS: WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e): [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION: Canada (Nova Scotia) NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 36,109* 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 36,109* 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 36,109* 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.1%* 14. TYPE OF REPORTING PERSON CO - -------------------- * See Item 5 of Amendment No. 14 to this statement on Schedule 13D. CUSIP No. 510550 10 7 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: PENSION PLAN FOR EMPLOYEES OF SOBEYS INC. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a)[ ] (b)[ X ] 3. SEC USE ONLY 4. SOURCE OF FUNDS: PF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e): [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION: Canada (Nova Scotia) NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER 366,428* 8. SHARED VOTING POWER 0 9. SOLE DISPOSITIVE POWER 366,428* 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 366,428* 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.9%* 14. TYPE OF REPORTING PERSON EP - -------------------- * See Item 5 of Amendment No. 14 to this statement on Schedule 13D. CUSIP No. 510550 10 7 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: SOBEYS INC. MASTER TRUST INVESTMENT FUND 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a)[ ] (b)[ X ] 3. SEC USE ONLY 4. SOURCE OF FUNDS: PF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e): 6. CITIZENSHIP OR PLACE OF ORGANIZATION: Canada (Nova Scotia) NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER 14,819* 8. SHARED VOTING POWER 0 9. SOLE DISPOSITIVE POWER 14,819* 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,819* 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .04%* 14. TYPE OF REPORTING PERSON EP - -------------------- * See Item 5 of Amendment No. 14 to this statement on Schedule 13D. CUSIP No. 510550 10 7 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: DAVID F. SOBEY 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a)[ ] (b)[ X ] 3. SEC USE ONLY 4. SOURCE OF FUNDS: 00 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e): [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION: Canada (Nova Scotia) NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 36,109* 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 36,109* 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 36,109* 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .01%* 14. TYPE OF REPORTING PERSON IN - -------------------- * See Item 5 of Amendment No. 14 to this statement on Schedule 13D. This Amendment No. 15 (the "Amendment") to the statement on Schedule 13D amends and supplements the statement on Schedule 13D originally filed on October 1, 1979 (the "Schedule 13D") and the amendments thereto filed by the Reporting Persons with respect to the common stock, par value $.75 per share (the "Hannaford Common Stock"), of Hannaford Bros. Co. ("Hannaford"). Capitalized terms used but not defined herein shall have the meaning set forth in Amendment No. 14 to the statement on Schedule 13D filed by the Reporting Persons. ITEM 4. PURPOSE OF TRANSACTION On August 17, 1999, Food Lion, Inc. a North Carolina corporation ("Food Lion"), FL Acquisition Sub, Inc., a Maine corporation and a wholly owned subsidiary of Food Lion ("Acquisition"), and Hannaford entered an Agreement and Plan of Merger (the "Merger Agreement"), which provides, among other things and as stated in the Merger Agreement, for the merger of Acquisition with and into Hannaford, with Hannaford as the surviving corporation (the "Merger"), and that each outstanding share of Hannaford Common Stock, other than those owned by Food Lion or dissenting stockholders of Hannaford, will be converted into the right to receive, subject to proration, (i) $79.00 in cash, (ii)(a) the number of shares of Class A Common Stock, par value $.50 per share, of Food Lion (the "Food Lion Common Stock") equal to $79.00 divided by the average per share sales price of Food Lion Common Stock for the ten consecutive trading days prior to the closing of the Merger (the "Average Price")or (b) $9.00, whichever is higher, or (iii) a combination of cash and shares of Food Lion Common Stock. Simultaneously with the execution of the Merger Agreement, Empire Company Limited ("Empire") and E.C.L. Investments Limited ("E.C.L." and, collectively, with Empire, the "Selling Stockholders") entered into a Stock Exchange Agreement (the "Exchange Agreement") and a Voting Agreement (the "Voting Agreement") with Food Lion. A copy of the Exchange Agreement and the Voting Agreement is contained in Exhibit 1 and 2, respectively, to this Amendment. Pursuant to the Exchange Agreement, the Selling Stockholders have agreed, immediately prior to the closing of the Merger Agreement, to exchange all of the 10,418,565 shares of Hannaford Common Stock owned by them (the "Shares") for an aggregate consideration of $823,066,635 (the "Total Consideration"), which will be payable, subject to certain adjustments (including as described below), as follows: (i) $365,000,000 (the "Share Consideration") in Food Lion Common Stock, with the number of such shares to be delivered being calculated by dividing 365,000,000 by the greater of the Average Price or $9.00 and (ii) cash equal to the difference between the Total Consideration and the Share Consideration. The Exchange Agreement further provides that, five business days prior to the closing date of the Merger, following notice from Food Lion of the number of outstanding shares of Food Lion Common Stock (and shares issuable within such five-day period as a result of outstanding options, rights or other securities), the Selling Stockholders may elect to adjust, upwards or downwards, the Share Consideration, provided that the Share Consideration (i) cannot be less than $315,000,000 (subject to the right of the Selling Stockholders to elect upwards adjustment to reflect the issuance (as contained in a similar notice from Food Lion) of Hannaford Common Stock or Food Lion Common Stock pursuant to the exercise of options since the date of the Exchange Agreement, but in no event more than $321,717,524) and (ii) nor more than $421,000,000. Pursuant to the Voting Agreement, each of the Selling Stockholders agreed to vote all of the Shares (i) in favor of the Merger and approval and adoption of the Merger Agreement, (ii) against any action or agreement that is reasonably likely to result in a breach of any covenant, representation or warranty or any other obligation of Food Lion under the Voting Agreement or the Merger Agreement, and (iii) except for such actions as Hannaford is permitted under the Merger Agreement, against (a) any extraordinary corporate transaction, such as a merger, rights offering, reorganization, recapitalization or liquidation involving Hannaford or any of its subsidiaries other than the Merger, (b) a sale or transfer of a material amount of assets of Hannaford or any of its material subsidiaries or the issuance of any securities of Hannaford or any subsidiary, (c) any change in the Board of Directors of Hannaford other than in connection with an annual shareholders meeting of Hannaford with respect to the slate of directors proposed by the incumbent Board of Directors of Hannaford (in which case they agreed to vote for the slate proposed by the incumbent Board) or (d) any action that is reasonably likely to materially impede, interfere with, delay, postpone or adversely affect the Merger and the transactions contemplated by the Merger Agreement. Each of the Selling Stockholders also agreed under the Voting Agreement, except as provided by the Exchange Agreement, not to (i) sell, transfer, assign or otherwise dispose of, or enter into any contract, arrangement or understanding with respect to, the sale, transfer, assignment or other disposition of, the Shares or any interest contained therein, (ii) grant any proxy or power of attorney or enter into any other voting agreement or other arrangement with respect to the Shares or (iii) except as provided by the Hannaford-Sobey Voting Trust Agreement, dated as of February 4, 1988, as amended, deposit the Shares into a voting trust. On August 20, 1999, Empire notified Hannaford that it has terminated, the Amended and Restated Agreement, dated as of February 4, 1998, as amended by the Amendment Agreement, dated January 1, 1992, and the Second Amendment Agreement, dated as of May 14, 1996, among Empire, certain of its affiliates and Hannaford, as permitted by Section 7.5(ii) thereof. Except as set forth above, the Reporting Persons currently do not have any plans or proposals which may relate to or would result in: (a) The acquisition of additional securities of Hannaford, or the disposition of securities of Hannaford; (b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving Hannaford or any of its subsidiaries; (c) A sale or transfer of a material amount of assets of Hannaford or of any of its subsidiaries; (d) Any change in the present board of directors or management of Hannaford, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board of directors; (e) Any material change in the present capitalization or dividend policy of Hannaford; (f) Any other material change in Hannaford's business or corporate structure; (g) Any changes in Hannaford's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of Hannaford by any person; (h) Causing a class of securities of Hannaford to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) A class of equity securities Hannaford becoming eligible for termination or registration pursuant to Section 12(g)(4) of the Exchange Act; or (j) Any action similar to any of those enumerated above. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. See Item 4 above. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. (1) Stock Exchange Agreement, dated as of August 17, 1999, among Food Lion, Inc., Empire Company Limited and E.C.L. Investment Limited. (2) Voting Agreement, dated as of August 17, 1999, among Food Lion, Inc., Empire Company Limited and E.C.L. Investment Limited. SIGNATURE After reasonable inquiry and to the best of the undersigneds' knowledge and belief, the undersigned certify that the information set forth in this Amendment is true, complete and correct. Date: August 20, 1999 EMPIRE COMPANY LIMITED By: /s/Paul D. Sobey ---------------------------- Name: Paul D. Sobey Title: President and Chief Executive Officer E.C.L. INVESTMENTS LIMITED By: ----------------------------- Name: Paul D. Sobey Title: Secretary PAULJAN LIMITED By: /s/Paul D. Sobey ----------------------------- Name: Paul D. Sobey Title: Secretary PENSION PLAN FOR EMPLOYEES OF SOBEYS INC. By: /s/Paul D. Sobey ----------------------------- Name: Paul D. Sobey Title: Member of the Pension Committee SOBEYS INC. MASTER TRUST INVESTMENT FUND By: /s/Paul D. Sobey ------------------------------ Name: Paul D. Sobey Title: Trustee * --------------------------------- David F. Sobey --------------------------------- * By Paul D. Sobey, as attorney-in-fact /s/ Paul D. Sobey -------------------------------- Paul D. Sobey EX-1 2 EXHIBIT 1 - STOCK EXCHANGE AGREEMENT EXHIBIT 1 STOCK EXCHANGE AGREEMENT This Stock Exchange Agreement (this "Agreement") is entered into as of the 17th day of August, 1999, by and among Food Lion, Inc., a North Carolina corporation ("Food Lion" or the "Company"), and each of the other parties listed on the signature page hereof or their respective assigns (the "Selling Stockholders"). RECITALS WHEREAS, the Selling Stockholders desire to exchange the outstanding shares of common stock, par value $0.75 per share (the "Hannaford Common Stock"), of Hannaford Brothers Co., a Maine corporation ("Hannaford"), owned by them as set forth on Schedule 1 hereof, on the terms and subject to the conditions set forth in this Agreement. WHEREAS, the Company, FL Acquisition Sub, Inc., a wholly-owned subsidiary of the Company, and Hannaford have agreed to enter into an Agreement and Plan of Merger dated the date hereof attached hereto as Exhibit A (the "Merger Agreement"). WHEREAS, the Selling Stockholders have agreed, pursuant to a Voting Agreement dated the date hereof, to vote the Hannaford Common Stock in favor of the Merger (as defined in the Merger Agreement). WHEREAS, as a condition to its willingness to enter into the Merger Agreement, the Selling Stockholders have required that the Company enter into this Agreement. WHEREAS, capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the Merger Agreement. AGREEMENT NOW, THEREFORE, in consideration of the mutual covenants and subject to the conditions hereinafter set forth, the parties agree as follows: 1. EXCHANGE. 1.1 Exchange. Subject to the terms and conditions of this Agreement, immediately prior to Closing, the Selling Stockholders will exchange their Hannaford Common Stock for aggregate consideration of $823,066,635 (the "Total Consideration") determined and payable as follows: (a) $365,000,000 (the "Share Consideration") payable in Class A common stock, par value $.50 per share, of the Company (the "Food Lion Common Stock"), with the number of such Food Lion Common Stock to be delivered by the Company to the Selling Stockholders being calculated as 365,000,000 divided by the Average Parent Price or $9.00, whichever is greater; and (b) an amount (the "Cash Consideration") equal to the difference between the Total Consideration and the Share Consideration, payable by bank draft drawn upon a major money center bank. 1.2 Payment. At the closing, the Selling Stockholders shall deliver to the Company certificates for the Common Stock duly endorsed in blank, or accompanied by a stock power or stock powers duly executed in blank, in proper form for transfer, and Food Lion shall issue and deliver to the Selling Stockholders the cash set forth in Section 1.2 and the Share Consideration. 1.3 Taxes. The Selling Stockholders will be responsible for all sales and similar transfer taxes which may be due by the Selling Stockholders as a result of the exchange of the Common Stock or any reconveyance as set forth in Section 5 herein. 1.4 Adjustment. (a) The Total Consideration shall be adjusted to reflect fully the effect of any stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Food Lion Common Stock), reorganization, recapitalization or other like change with respect to Food Lion Common Stock occurring after the date hereof and having a record or effective date prior to the Effective Time. (b) The Company agrees to give the Selling Stockholders written notice five Business Days prior to the Closing of the number of shares of Food Lion Common Stock outstanding as of the date of such notice and the number of shares of Food Lion Common Stock which may be issuable under any outstanding options, rights or other securities during such five-day period. Upon receipt of such notice, the Selling Stockholders may elect to adjust, upwards or downwards, the consideration set forth in Section 1.1(a) hereof provided that: (i) the Share Consideration shall in no event be less than $315,000,000, subject to adjustment as set forth in subparagraph 1.4(d) below; and (ii) the Share Consideration shall in no event exceed $421,000,000. (c) The Company agrees that if the Selling Stockholders give the Company prior written notice at least five Business Days prior to the Effective Date, the Company will adjust the manner in which the consideration provided for in Paragraph 1.1, for some or all of the shares of Hannaford Common Stock is paid so that the number of shares of Hannaford Common Stock or fractions thereof acquired by the Company for cash and the number of shares of Hannaford Common Stock or fractions thereof acquired by the Company for Selling Stockholders' Shares should be as the Selling Stockholders so direct. (d) The Company shall notify the Selling Stockholders five Business Days prior to the Closing of the number of options to acquire shares of either Hannaford or the Company which have been exercised since the date of this Agreement, whereupon the minimum Share Consideration set forth in subparagraph (b)(i) above shall be adjusted upwards to reflect the issuance of stock upon such exercise, provided that the Minimum Share Consideration shall in no event exceed $321,717,524. 2. REPRESENTATIONS AND WARRANTIES OF THE SELLING STOCKHOLDERS. Each Selling Stockholder represents, warrants and covenants to the Company as follows: 2.1 Authority. Such Selling Stockholder has the capacity to execute and deliver this Agreement and to consummate the transactions contemplated hereby. Such Selling Stockholder has duly and validly executed and delivered this Agreement and this Agreement constitutes a legal, valid and binding obligation of such Selling Stockholder, enforceable against the Selling Stockholder in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors' rights generally and by general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law). Neither the execution and delivery of this Agreement, nor the compliance with any of the provisions hereof, in each case by such Selling Stockholder will (i) require any consent, approval, authorization or permit of, registration, declaration or filing with or notification to, any U.S. or Canadian Governmental Authority, except for filings on Schedule 13D under the Exchange Act and under the HSR Act, (ii) result in a default (or an event which, with notice or lapse of time or both, would become a default) or give rise to any right of termination by any third party, cancellation, amendment or acceleration under any contract or understanding, or result in the creation of a Lien with respect to any of the shares of Hannaford Common Stock, (iii) require any material consent, authorization or approval of any Person or Governmental Authority which has not been obtained, or (iv) violate or conflict with any order or law applicable to such Selling Stockholder or the shares of Hannaford Common Stock. 2.2 Ownership. The shares of Hannaford Common Stock owned by such Selling Stockholder are validly issued, fully paid and non-assessable and owned beneficially and of record by such Selling Stockholder. Such Selling Stockholder will convey good and valid title to the shares of Hannaford Common Stock, free and clear of any Liens. 2.3 Investment Representation. Such Selling Stockholder is acquiring the shares of Food Lion Common Stock for its own account, for investment purposes only and not with a view to the distribution of the shares of Food Lion Common Stock, except in compliance with the Securities Act of 1933, as amended. 3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company represents, warrants and covenants to the Selling Stockholders as follows: 3.1 Authority. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of North Carolina and has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Company and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize the execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby. The Company has duly and validly executed this Agreement and this Agreement constitutes a legal, valid and binding obligation of Food Lion, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors' rights generally and by general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law). Neither the execution and delivery of this Agreement, the consummation by the Company of the transaction contemplated hereby, nor the compliance by the Company with any of the provisions hereof will (i) conflict with or result in a breach of any provision of its Articles of Incorporation or Bylaws, (ii) require any consent, approval, authorization or permit of, registration, declaration or filing with, or notification to, any Governmental Authority except for filings on Schedule 13D under the Exchange Act and under the HSR Act, (iii) result in a default (or an event which, with notice or lapse of time or both, would become a default) or give rise to any right of termination by any third party, cancellation, amendment or acceleration under any contract or understanding, (iv) require any material consent, authorization or approval of any Person or Governmental Authority which has not been obtained, or (v) violate or conflict with any order or law applicable to the Company. 3.2 Ownership. The shares of Food Lion Common Stock to be issued to the Selling Stockholders hereunder upon issuance will be validly issued, fully paid and nonassessable. As of the close of business on August 16, 1999, 239,853,031 shares of Food Lion Common Stock are issued and outstanding, 4,048,781 shares of Food Lion Common Stock are reserved for additional grants under option and other stock-based plans and 4,083,203 shares of Food Lion Common Stock are reserved for issuance pursuant to options previously granted pursuant to Food Lion options plans. 4. CONDITIONS TO CLOSING. The obligations of the parties hereto to consummate the transactions contemplated hereby are subject to the parties to the Merger Agreement having satisfied or waived the conditions set forth in the Merger Agreement and the parties thereto agreeing that they are ready, willing and able to close the Merger immediately following the Closing of the transaction contemplated hereto. 5. RECONVEYANCE. If the transactions contemplated by this Agreement are consummated and the Merger is not consummated, the parties hereto agree to use their best efforts to take all actions necessary to unwind the transactions so that the Parties are in the same position they were in prior to the closing of the transactions contemplated hereby. 6. BOARD SEAT. The Company agrees to take all necessary action to cause a representative of Empire Company Limited to be appointed a member of the Board of Directors of the Company. 7. MISCELLANEOUS. 7.1 All notices and other communications required or permitted hereunder shall be in writing and shall be deemed given when so delivered in person, one business day after delivery to an overnight courier, upon facsimile transmission (with receipt confirmed by telephone or by automatic transmission report) or two business days after being sent by registered or certified mail (postage prepaid, return receipt requested), as follows: (a) If to the Company, to: Food Lion, Inc. 2110 Executive Drive Salisbury, NC 28147 Attn: Lester C. Nail Telephone: (704) 633-8250 x2305 Facsimile: (704) 639-1353 (b) If to Selling Stockholders, to: Skadden, Arps, Slate, Meagher & Flom LLP 919 Third Avenue New York, NY 10022 Attn: Milton G. Strom Fax: (212) 735-2000 -and- Stewart McKelvey Stirling Scales 1959 Upper Water Street Suite 900, P.O. Box 997 Halifax, NS Canada B3J 2X2 Attn: James M. Dickson Facsimile No.: (902) 420-1417 Any party may by notice given in accordance with this Section 7.1 to the other party designate another address or person for receipt of notices hereunder. 7.2 This Agreement shall be construed in accordance with and governed by the internal laws of the State of Maine. Each party hereby irrevocably submits to the non-exclusive jurisdiction of any state or federal court in the State of Maine or the State of Maine with respect to any suit, action, proceeding or judgment relating to or arising out of this Agreement. 7.3 This Agreement may be amended, modified or supplemented only by written agreement of the parties hereto. 7.4 This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors, heirs, estates and permitted assigns. This Agreement is not assignable without the prior written consent of the other party hereto; provided, however, that a party hereto may assign its rights to a direct or indirect wholly-owned subsidiary of either of the Selling Stockholders. 7.5 This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 7.6 This Agreement contains the entire agreement between the parties in respect of the subject matter contained herein, and supersedes all prior agreements, written or oral, with respect thereto. 7.7 If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision shall be excluded from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms. 7.8 The parties hereto each acknowledge that, in view of the uniqueness of the subject matter hereof, the parties hereto would not have an adequate remedy at law for money damages in the event that this Agreement were not performed in accordance with its terms, and therefore agree that the parties hereto shall be entitled to specific enforcement of the terms hereof in addition to any other remedy to which the parties hereto may be entitled at law or in equity. [The next page is the signature page] IN WITNESS WHEREOF, the undersigned or each of their respective duly authorized officers or representatives have executed this Agreement effective as of the date first set forth above. FOOD LION, INC. By:_____________________________________ Name: __________________________________ Title:__________________________________ EMPIRE COMPANY LIMITED By:____________________________________ Name: _________________________________ Title: ________________________________ E.C.L. INVESTMENTS LIMITED By:____________________________________ Name:__________________________________ Title:_________________________________ SCHEDULE 1 STOCKHOLDERS HOLDINGS Name of Stockholder Number of Shares ------------------- ---------------- Empire Company Limited 5,550,461 E.C.L. Investment Limited Empire Company Limited 4,868,104 EX-2 3 EXHIBIT 2 - VOTING AGREEMENT EXHIBIT 2 VOTING AGREEMENT This VOTING AGREEMENT (this "Agreement"), dated as of August 17, 1999, is entered into by and among Food Lion, Inc., a North Carolina corporation (the "Parent"), and the other parties listed on the signature page hereof or their respective assigns (the "Stockholders"). RECITALS: A. The Parent, FL Acquisition Sub, Inc., a Maine corporation and a wholly owned subsidiary of Parent ("Merger Sub"), and Hannaford Brothers Co., a Maine corporation (the "Company"), have entered into an Agreement and Plan of Merger of even date herewith (the "Merger Agreement"), pursuant to which the parties thereto have agreed, upon the terms and subject to the conditions set forth therein, to merge the Merger Sub with and into the Company Sub (the "Merger"). B. As of the date hereof, each Stockholder is the owner of the number of shares of Company Common Stock (the "Shares") set forth opposite such Stockholder's name on Schedule 1 attached hereto. C. As of the date hereof, the stockholders and the Company have entered into a Stock Exchange Agreement with respect to the Shares. D. In consideration of the Parent's agreement to enter into the Merger Agreement, each of the Stockholders agrees to vote in favor of the Merger the Shares. E. Capitalized terms used but not otherwise defined herein and defined in the Merger Agreement shall have the meanings given such terms in the Merger Agreement. NOW, THEREFORE, in consideration of the mutual covenants and premises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parent and the Stockholders, intending to be legally bound, hereby agree as follows: 8. Voting of Shares. 8.1 Voting Agreement. Each Stockholder hereby agrees to vote (or cause to be voted) the Shares, at any annual, special or other meeting of the stockholders of the Company, and at any adjournment or adjournments thereof, or pursuant to any consent in lieu of a meeting or otherwise: (i) in favor of the Merger and the approval and adoption of the terms contemplated by the Merger Agreement and any actions required in furtherance thereof; (ii) against any action or agreement that is reasonably likely to result in a breach in any material respect of any covenant, representation or warranty or any other obligation of the Parent under this Agreement or the Merger Agreement; and (iii) except for all such actions which may be permitted to the Company under Section 5.01 of the Merger Agreement, against (a) any extraordinary corporate transaction, such as a merger, rights offering, reorganization, recapitalization or liquidation involving the Company or any of its subsidiaries other than the Merger, (b) a sale or transfer of a material amount of assets of the Company or any of its material subsidiaries or the issuance of any securities of the Company or any subsidiary, (c) any change in the Board of Directors of the Company other than in connection with an annual meeting of the shareholders of the Company with respect to the slate of directors proposed by the incumbent Board of Directors of the Company (in which case they agree to vote for the slate proposed by the incumbent Board) or (d) any action that is reasonably likely to materially impede, interfere with, delay, postpone or adversely affect in any material respect the Merger and the transactions contemplated by the Merger Agreement. 9. Representations and Warranties of Stockholders. Each Stockholder represents and warrants to the Parent as follows in each case as of the date hereof: 9.1 Binding Agreement. Each Stockholder has the capacity to execute and deliver this Agreement and to consummate the transactions contemplated hereby. Each Stockholder has duly and validly executed and delivered this Agreement and this Agreement constitutes a legal, valid and binding obligation of each Stockholder, enforceable against the Stockholder in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors' rights generally and by general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law). 9.2 No Conflict. Neither the execution and delivery of this Agreement, nor the compliance with any of the provisions hereof, in each case by each Stockholder will (i) require any consent, approval, authorization or permit of, registration, declaration or filing with, or notification to, any Governmental Authority, except for filings on Schedule 13D under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (ii) result in a default (or an event which, with notice or lapse of time or both, would become a default) or give rise to any right of termination by any third party, cancellation, amendment or acceleration under any contract or understanding, or result in the creation of a Lien with respect to any of the Shares, (iii) require any material consent, authorization or approval of any Person or Governmental Authority which has not been obtained, or (iv) violate or conflict with any order or law applicable to such Stockholder or the Shares. 9.3 Ownership of Shares. Each Stockholder is the record and beneficial owner of such Stockholder's Shares free and clear of any Liens on the right to vote such Shares. Each Stockholder holds exclusive power to vote such Stockholder's Shares, subject to the limitations set forth in Section 1 of this Agreement. The number of Shares set forth opposite each Stockholder's name on Schedule 1 represents all of the shares of capital stock of the Company beneficially owned by each Stockholder. 9.4 Absence of Certain Agreements. None of the Stockholders nor any of their representatives has entered into any agreement, letter of intent or similar agreement (whether written or oral) with any party other than the Parent whereby such Stockholder has agreed to support, directly or indirectly, any proposal or offer (whether or not in writing and whether or not delivered to the stockholders of the Company generally) for a merger or other business combination involving the Company or to acquire in any matter, directly or indirectly, a material equity interest in, any voting securities of, or a substantial portion of the assets of the Company, other than the transactions contemplated by the Merger Agreement. 10. Representations and Warranties of the Parent. The Parent represents and warrants to each Stockholder as follows, in each case as of the date hereof: 10.1 Binding Agreement. The Parent is a corporation duly incorporated, validly existing and in good standing under the laws of the State of North Carolina and has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the Merger Agreement by the Parent and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by the Board of Directors of the Parent, and no other corporate proceedings on the part of the Parent are necessary to authorize the execution, delivery and performance of this Agreement and the Merger Agreement by the Parent and the consummation of the transactions contemplated hereby and thereby. The Parent has duly and validly executed this Agreement and this Agreement constitutes a legal, valid and binding obligation of the Parent, enforceable against the Parent in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors' rights generally and by general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law). 10.2 No Conflict. Neither the execution and delivery of this Agreement, the consummation by the Parent of the transactions contemplated hereby, nor the compliance by the Parent with any of the provisions hereof will (i) conflict with or result in a breach of any provision of its Articles of Incorporation or Bylaws, (ii) require any consent, approval, authorization or permit of, registration, declaration or filing with, or notification to, any Governmental Authority, (iii) result in a default (or an event which, with notice or lapse of time or both, would become a default) or give rise to any right of termination by any third party, cancellation, amendment or acceleration under any contract or understanding, (iv) require any material consent, authorization or approval of any Person or Governmental Authority which has not been obtained, or (v) violate or conflict with any order or law applicable to the Company. 11. Transfer and Other Restrictions. For so long as the Merger Agreement is in effect: 11.1 Certain Prohibited Transfers. Except for the Stock Exchange Agreement between the parties hereto entered into as of the date hereof, each Stockholder agrees not to: (i) sell, transfer, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, assignment or other disposition of, such Stockholder's Shares or any interest contained therein, other than sales, transfers, assignments or other dispositions by a Stockholder to a direct or indirect wholly-owned subsidiary of either Stockholder; (ii) except as contemplated by this Agreement, grant any proxy or power of attorney or enter into a voting agreement or other arrangement with respect to such Stockholder's Shares, other than this Agreement; or (iii) except as provided in the Hannaford-Sobey Voting Trust Agreement, dated as of February 4, 1988, as amended, deposit such Stockholder's Shares into a voting trust. 11.2 Additional Shares. Without limiting the provisions of the Merger Agreement, in the event (i) of any stock dividend, stock split, recapitalization, reclassification, combination or exchange of shares of capital stock of the Company on, of or affecting the Shares or (ii) any Stockholder shall become the beneficial owner of any additional shares of Company Common Stock or other securities entitling the holder thereof to vote or give consent with respect to the matters set forth in Section 1 hereof, then the terms of this Agreement shall apply to the shares of capital stock or other securities of the Company held by any Stockholder immediately following the effectiveness of the events described in clause (i) or the Stockholder becoming the beneficial owner thereof, as described in clause (ii), as though they were Shares hereunder. Each Stockholder hereby agrees, while this Agreement is in effect, to promptly notify the Parent of the number of any new shares of Company Common Stock acquired by the Stockholder, if any, after the date hereof. 12. Specific Enforcement. Each of the parties hereto acknowledges and agrees that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with the terms hereof or were otherwise breached and that each party shall be entitled to seek specific performance of the terms hereof, in addition to any other remedy that may be available at law or in equity. 13. Termination. This Agreement shall terminate on the earlier of (i) the termination of the Merger Agreement, (ii) the agreement of the parties hereto to terminate this Agreement, (iii) consummation of the Merger and (iv) the date such Stockholder ceases to own any Shares. 14. Notices. All notices, requests and other communications to any party hereunder shall be in writing (including telecopy or similar writing) and shall be given: If to the Parent, to: Food Lion, Inc. 2110 Executive Drive Salisbury, North Carolina 28147 Attention: R. William McCanless Facsimile No.: (704) 637-8803 With a copy to (such copy shall not constitute notice): Akin, Gump, Strauss, Hauer & Feld, L.L.P. 1333 New Hampshire Avenue, N.W. Suite 400 Washington, D.C. 20036 Attention: Richard L. Wyatt, Jr. Facsimile No.: (202) 887-4288 If to the Stockholders, to: Empire Company Limited 115 King Street Stellarton, Nova Scotia B0K 1S0 Attention: President Facsimile No.: (902) 755-6477 With a copy to (such copy shall not constitute notice): Skadden, Arps, Slate, Meagher & Flom LLP 919 Third Avenue New York, New York 10022 Attention: Milton G. Strom Facsimile No.: (212) 735-2000 Stewart McKelvey Stirling Scales 1959 Upper Water Street Suite 900, P.O. Box 997 Halifax, NS Canada B3J 2X2 Attn: James M. Dickson Facsimile No.: (902) 420-1417 or such other address or telecopy number as such party may hereafter specify for the purpose by notice to the other parties hereto. Each such notice, request or other communication shall be effective (i) if given by telecopy, when such telecopy is transmitted to the telecopy number specified in this Section 7 and the appropriate telecopy confirmation is received or (ii) if given by any other means, when delivered at the address specified in this Section 7. 15. Entire Agreement. This Agreement (including the documents and instruments referred to herein) constitutes the entire agreement and supersedes all other prior agreements and understandings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof. 16. Consideration. This Agreement is granted in consideration of the execution and delivery of the Merger Agreement by the Parent. 17. Amendment. This Agreement may not be modified, amended, altered or supplemented except upon the execution and delivery of a written agreement executed by the parties hereto. 18. Successors and Assigns. Except as provided in Section 4.1 hereof, this Agreement shall not be assigned by operation of law or otherwise without the prior written consent of the other parties hereto. This Agreement will be binding upon, inure to the benefit of and be enforceable by each party and such party's respective heirs, beneficiaries, executors, representatives and permitted assigns. 19. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. 20. Governing Law. This Agreement shall be governed in all respects, including validity, interpretation and effect, by the laws of the State of Maine without giving effect to the provisions thereof relating to conflicts of law. 21. Severability. Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction. If any provision of this Agreement is so broad as to be unenforceable such provision shall be interpreted to be only so broad as is enforceable. 22. Headings. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. 23. Stockholder Capacity. No Stockholder or designee of any Stockholder who is or becomes during the term hereof a director or officer of the Company makes any agreement or understanding herein in his or her capacity as such director or officer. Each Stockholder signs solely in such Stockholder's capacity as the record holder and beneficial owner of such Stockholder's Shares and nothing herein shall limit or affect any actions taken by a Stockholder or any designee of any Stockholder in his or her capacity as an officer or director of the Company. 24. Further Assurances. Each party hereto shall execute and deliver such additional documents as may be necessary or desirable to consummate the transactions contemplated by this Agreement. 25. Third Party Beneficiaries. Nothing in this Agreement, expressed or implied, shall be construed to give any person other than the parties hereto any legal or equitable right, remedy or claim under by reason of this Agreement or any provision contained herein. [The next page is the signature page.] IN WITNESS WHEREOF, the undersigned or each of their respective duly authorized officers or representatives have executed this Agreement effective as of the date first set forth above. FOOD LION, INC. By:_______________________________________ Name: ____________________________________ Title:____________________________________ EMPIRE COMPANY LIMITED By:_______________________________________ Name:_____________________________________ Title:____________________________________ E.C.L. INVESTMENTS LIMITED By:______________________________________ Name:____________________________________ Title:___________________________________ SCHEDULE 1 STOCKHOLDINGS Name of Stockholder Number of Shares ------------------- ---------------- Empire Company Limited 5,550,461 E.C.L. Investment Limited Empire Company Limited 4,868,104 -----END PRIVACY-ENHANCED MESSAGE-----