As filed with the Securities and Exchange Commission on
July 6,1994
Registration No. 33-50037
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 3
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FOOD LION, INC.
(Exact name of registrant as specified in its charter)
North Carolina 56-0660192
(State or other jurisdiction (I.R.S.Employer
of incorporation or organization) Identification No.)
2110 Executive Drive
Post Office Box 1330
Salisbury, North Carolina 28145-1330
(704) 633-8250
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive
office)
Dan A. Boone
Vice President of Finance,
Chief Financial Officer and Secretary
Food Lion, Inc.
2110 Executive Drive
Post Office Box 1330
Salisbury, North Carolina 28145-1330
(704) 633-8250, Ext 2642
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Bruce S. Mendelsohn, P.C.
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
1333 New Hampshire Avenue, N.W., Suite 400
Washington, D.C. 20036
Approximate date of commencement of proposed sale to the
public:
From time to time after this Registration Statement becomes
effective as the registrant may determine.
If the only securities being registered on this form are
being offered pursuant to dividend or interest reinvestment
plans, please check the following box: "
If any of the securities being registered on this Form are
to be offered on a delayed or continuous basis pursuant to Rule
415 under the Securities Act of 1933, other than securities
offered only in connection with dividend or interest reinvestment
plans,
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable
grounds to believe it meets all of the requirements for filing on Form
S-3 and has duly caused this Amendment No. 3 to its
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Salisbury,
State of North Carolina, on July 6,1994.
FOOD LION, INC.
By:
Tom E. Smith
Chairman of the
Board, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of
1933, this Amendment No. 3 to Food Lion, Inc.'s Registration
Statement has been signed by the following persons in the
capacities indicated on July 6, 1994.
Tom E. Smith Gui de Vaucleroy
Chairman of the Board, President, Director
Chief Executive Officer and Director
Dan A. Boone Charles de Cooman
Vice President-Finance, Chief Financial d'Herlinckhove
Officer and Director (Principal Financial Director
Officer)
Carol Herndon William G. Ferguson
Controller (Principal Accounting Officer) Director
Pierre Beckers Jacques LeClercq
Director Director
Jacqueline Kelly Collamore John P. Watkins
Director Director
Dr. Bernard W. Franklin
Director
EXHIBIT INDEX
to
Registration Statement on Form S-3 of
Food Lion, Inc.
Exhibit No.
Page No. Description
Sequential
4.1 Article V of the Company's
Articles of Incorporation, as
amended, which is incorporated
by reference to Exhibit (i) of
the Company's Quarterly Report
on Form 10-Q for the quarter
ended July 4, 1981, and
Exhibit (4)(a) to Amendment
No. 1 to the Company's
Registration Statement on Form
S-3 filed on September 22,
1983
4.2+ Indenture dated as of June 1,
1993 between the Registrant
and The Chase Manhattan Bank,
N.A. , as Trustee
5+ Opinion of counsel to the
Registrant regarding legality
of the Shares
8+ Opinion of counsel regarding
tax matters
23.1 Consent of Akin, Gump,
Strauss, Hauer & Feld, L.L.P.
(included in Exhibit 5)
23.2 Consent of Independent
Accountants
24 + Power of Attorney
_____________
+ Previously Filed
Consent of Independent Accountants
We consent to the incorporation by reference in this
registration statement on Form S-3 of our report dated
February 9, 1994 except for Note 14, as to which the date
is March 24, 1994, on our audits of the financial statements
and financial statement schedules of Food Lion, Inc.
We also consent to the reference to our firm under the
caption "Experts."
Coopers & Lybrand
Charlotte, North Carolina
July 6, 1994
