As filed with the Securities and Exchange Commission on July 6,
1994
Registration No. 33-49620
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 4
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 Identification No.)
organization)
P.O. Box 1330
2110 Executive Drive
Salisbury, North Carolina 28145-1330
(704) 633-8250
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
Dan A. Boone
Vice President-Finance, Chief Financial Officer and Secretary
Food Lion, Inc.
P.O. Box 1330
2110 Executive Drive
Salisbury, North Carolina 28145-1330
(704) 633-8250
(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.
Suite 400
Washington, DC 20036
(202) 887-4446
Approximate date of commencement of the proposed sale to the
public:
From time to time after this Registration Statement becomes
effective as the registrant may determine.
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, as amended, other than
securities offered only in connection with dividend or
reinvestment plans, check the following box: x
The registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its effective
date until the registrant shall file a further amendment which
specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement
shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
Pursuant to Rule 429 under the Securities Act of 1933, the
Prospectus contained in this Registration Statement relates also
to Registration Statement No. 33-40457 and may be used in
connection with such Registration Statement.
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. 4 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 Jacqueline Kelly Collamore
Chairman of the Board, President, Director
Chief Executive Officer and Director
Dan A. Boone Charles de Coomand'Herlinckhove
Vice President-Finance, Chief Financial Director
Officer and Director
(Principal Financial Officer)
Carol Herndon William G. Ferguson
Controller (Principal Accounting Officer) Director
Jacques LeClercq Pierre Beckers
Director Director
Gui de Vaucleroy John P. Watkins
Director Director
Dr. Bernard W. Franklin
Director
EXHIBITS
EXHIBIT INDEX
to
Registration Statement on Form S-3 of
Food Lion, Inc.
Sequential
Exhibit Description Page No.
No.
4b Indenture dated as of August 15,
1991, between the Registrant and
The Bank of New York, as Trustee
4.1a Form of Debt Warrant Agreement
4.2 a Form of Debt Warrant Certificate
5b Opinion of counsel to the
Registrant regarding legality of
the Securities
12b Calculation of ratio of earnings
to fixed charges
23.1 Consent of Akin, Gump, Strauss,
Hauer & Feld, L.L.P. (included
in Exhibit 5)
23.2 Consent of Independent
Accountants
24b Power of Attorney
25b Statement of Eligibility and
Qualification of the Trustee on
Form T-1
a Incorporated by reference to the corresponding exhibit
included in Item 16 of the Registrant's Registration
Statement on Form S-3 (No. 33-40457).
b 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
