<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. _)*
HANNAFORD BROS. CO.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.75 per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
510550 10 7
- --------------------------------------------------------------------------------
(CUSIP Number)
Lester C. Nail
Vice President of Legal Affairs
Food Lion, Inc.
2110 Executive Drive
P.O. Box 1330
Salisbury, NC 28145-1330
(704) 633-8250
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
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 ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [ ].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following pages)
POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED
IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY
VALID OMB CONTROL NUMBER.
SEC 1746 (2-98)
<PAGE> 2
CUSIP No. 510550 10 7
<TABLE>
<S> <C>
- -----------------------------------------------------------------------------------------------------------------
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Food Lion, Inc. 56-0660192
- -----------------------------------------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
- -----------------------------------------------------------------------------------------------------------------
3. SEC Use Only
- -----------------------------------------------------------------------------------------------------------------
4. Source of Funds (See Instructions) OO (1)
- -----------------------------------------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ]
- -----------------------------------------------------------------------------------------------------------------
6. Citizenship or Place of Organization North Carolina
- -----------------------------------------------------------------------------------------------------------------
- ------------------- ---------------------------------------------------------------------------------------------
7. Sole Voting Power 0
Number of ---------------------------------------------------------------------------------------------
Shares Bene-
ficially Owned 8. Shared Voting Power 10,418,565 (2)
by Each ---------------------------------------------------------------------------------------------
Reporting
Person With 9. Sole Dispositive Power 0
---------------------------------------------------------------------------------------------
10. Shared Dispositive Power 0
- -----------------------------------------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
10,418,565
- -----------------------------------------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
- -----------------------------------------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11) 24.7%
- -----------------------------------------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions)
CO
- -----------------------------------------------------------------------------------------------------------------
</TABLE>
(1) See Item 3 hereof.
(2) Beneficial ownership of these shares is being reported as a result of
the Voting Agreement, which is described in Item 4 hereof. Food Lion,
Inc. disclaims beneficial ownership of these shares pursuant to Rule
13d-4 under the Act, as amended. See Item 5 hereof.
-2-
<PAGE> 3
ITEM 1. SECURITY AND ISSUER.
This statement on Schedule 13D (this "Statement" or this "Schedule
13D") relates to the common stock, par value $.75 per share (the "Company Common
Stock"), of Hannaford Bros. Co., a Maine corporation (the "Company"). The
principal executive offices of the Company are located at 145 Pleasant Hill
Road, Scarborough, Maine 04074.
ITEM 2. IDENTITY AND BACKGROUND.
(a) - (c), (f) This statement is being filed by Food Lion, Inc., a
North Carolina corporation ("Food Lion" or the "Reporting Person"). Food Lion's
principal executive offices are located at 2110 Executive Drive, Salisbury,
North Carolina 28144. Food Lion operates a chain of retail food supermarkets
principally in the southeastern United States. The name, business address,
present principal occupation and citizenship of each executive officer and
director of Food Lion are set forth on Schedule A hereto which is incorporated
herein by this reference.
As of July 26, 1999, Etablissements Delhaize Freres et Cie "Le Lion"
S.A. ("Delhaize `Le Lion'"), a Belgian corporation, and its wholly owned
subsidiary, Delhaize The Lion America, Inc., a Delaware corporation ("Detla"),
owned in the aggregate 41.2% and 54.6%, respectively, of the outstanding Class A
Common Stock and the Class B Common Stock of Food Lion. Delhaize "Le Lion" is
engaged primarily in the operation of supermarkets located in Belgium and
supplied by its own warehouse facilities, the operation of other retail food
outlets and the packaging, distribution and sale of wine, food and food
products. The principal executive offices of Delhaize "Le Lion" are located at
rue Osseghem, 53, 1080 Brussels, Belgium. The name, business address, present
principal occupation and citizenship of each executive officer and director of
Delhaize "Le Lion" are set forth on Schedule B hereto which is incorporated
herein by this reference.
Detla is a holding company engaged solely in holding shares of Food
Lion and Super Discount Markets, Inc., a corporation that owns and operates Cub
Foods, a grocery chain of supermarkets in the Atlanta, Georgia area. Detla's
principal executive offices are located at Atlanta Plaza, Suite 2160, 950 East
Paces Ferry Road, Atlanta, Georgia 30326. The name, business address, present
principal occupation and citizenship of each executive officer and director of
Detla are set forth on Schedule C hereto which is incorporated herein by this
reference.
Other than Delhaize "Le Lion", Detla and the executive officers and
directors of Food Lion, Delhaize "Le Lion" and Detla, there are no persons or
corporations controlling or ultimately in control of Food Lion.
(d) - (e) During the last five years, to the best knowledge of the
Reporting Person, none of the Reporting Person, Delhaize "Le Lion", Detla or
their respective executive officers or directors, has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
has been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which any of such corporations or such
persons was or is
-3-
<PAGE> 4
subject to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws
of finding any violation with respect to such laws, and which judgment, decree
or final order was not subsequently vacated.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
As an inducement for Food Lion to enter into the Merger Agreement (as
defined in Item 4 hereof), certain of the stockholders of the Company entered
into a Voting Agreement (as defined in Item 4 hereof) representing 10,418,565 of
the outstanding shares of Company Common Stock (see Item 4 hereof). Food Lion
did not pay additional consideration to the Empire Stockholders (as defined in
Item 4 hereof) in connection with the execution and delivery of the Voting
Agreement beyond the consideration described in the Stock Exchange Agreement (as
defined in Item 4 hereof). Based on the number of shares of Company Common Stock
outstanding as of August 16, 1999 (as represented by the Company on page 13 of
the Merger Agreement), the total number of shares of Company Common Stock
subject to this Voting Agreement represents 24.7% of the outstanding shares of
Company Common Stock.
References to, and descriptions of, the Merger Agreement, the Stock
Exchange Agreement and the Voting Agreement, respectively, as set forth in this
Item 3, are qualified in their entirety by reference to the copies of the Merger
Agreement, the Stock Exchange Agreement and the Voting Agreement included as
Exhibits 1, 2 and 3, respectively, to this Schedule 13D, and are incorporated in
this Item 3 in their entirety.
ITEM 4. PURPOSE OF TRANSACTION.
(a) - (b) Food Lion entered into the Merger Agreement, the Stock
Exchange Agreement and the Voting Agreement with the intent of acquiring control
of, and the entire common equity interest in, the Company.
THE MERGER AGREEMENT.
Food Lion, the Company and FL Acquisition Sub, Inc., a Maine
corporation and a wholly-owned subsidiary of Food Lion ("Merger Subsidiary"),
have entered into an Agreement and Plan of Merger, dated as of August 17, 1999
(the "Merger Agreement"), pursuant to which the parties have agreed that Merger
Subsidiary will complete a merger with and into the Company (the "Merger"),
whereupon the separate existence of Merger Subsidiary shall cease, and the
Company shall continue as the surviving corporation in the Merger.
The Merger Agreement provides that each outstanding share of Company
Common Stock, issued and outstanding immediately prior to the Effective Time (as
defined on page 2 of the Merger Agreement), other than shares owned by Food Lion
(which will include the shares received by Food Lion from the Empire
Stockholders pursuant to the Stock Exchange Agreement) or shares held by persons
who properly have demanded appraisal of their shares under applicable law, will
be converted into the right to receive (A) $79 in cash, without interest, or (B)
the number of fully paid and non-assessable shares of Class A common stock
("Food Lion Common Stock") of Food Lion equal to $79 divided by (i) the average
of the per share last sales
-4-
<PAGE> 5
prices, regular way (rounded to 4 decimal points) of Food Lion Common Stock as
reported on the New York Stock Exchange, Inc. (the "New York Stock Exchange")
composite transactions reporting system as reported in the New York City edition
of The Wall Street Journal, or, if not reported therein, another authoritative
source, for the ten consecutive trading days prior to (but not including) the
closing date of the Merger (the "Food Lion Average Stock Price") or (ii) $9,
whichever is higher.
The aggregate number of shares of Company Common Stock to be converted
into the right to receive cash in the Merger (the "Cash Election Number") will
be 27,316,686 shares (representing 86% of the outstanding shares of Company
Common Stock as of August 16, 1999 excluding the shares to be exchanged by the
Empire Stockholders pursuant to the Stock Exchange Agreement) plus 86% of any
shares of Company Common Stock issued after the date of the Merger Agreement
pursuant to the exercise of Company stock options outstanding at the date of the
Merger Agreement. The remaining number of shares of Company Common Stock
outstanding immediately prior to the Effective Time (the "Stock Election
Number") will be converted into the right to receive Food Lion Common Stock in
the Merger. There were 42,182,153 shares of Company Common Stock outstanding on
August 16, 1999 (as reported by the Company in the Merger Agreement).
Shareholders of the Company will have the right to elect cash or Food
Lion Common Stock in respect of each of their shares of Company Common Stock.
Elections in excess of the Cash Election Number or Stock Election Number will
result in allocations on a pro-rata basis pursuant to the procedures set forth
in the Merger Agreement.
The board of directors of the Company has approved and adopted the
Merger and the Merger Agreement. Pursuant to the Merger Agreement, the Company
will be required to submit the Merger Agreement to the Company's stockholders
for approval and adoption at a special meeting of stockholders convened for that
purpose. The Merger Agreement must be approved by the vote of the holders of a
majority of the outstanding stock of the Company entitled to vote. Pursuant to
the Voting Agreement, the Empire Stockholders shall vote the shares covered by
the Voting Agreement, approximately 24.7% of the outstanding Company Common
Stock, in favor of the Merger Agreement.
THE STOCK EXCHANGE AGREEMENT.
In connection with the execution of the Merger Agreement, Food Lion
entered into a Stock Exchange Agreement, dated as of August 17, 1999, with
Empire Company Limited, a Canadian company, and E.C.L. Investments Limited, a
Canadian company (collectively, the "Empire Stockholders") (the "Stock Exchange
Agreement"). Pursuant to the Stock Exchange Agreement, immediately prior to the
closing of the Merger, the Empire Stockholders will exchange 10,418,565 shares
of their Company 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 Food Lion Common Stock, with the number of
shares of Food Lion Common Stock to be delivered to the Empire Stockholders
being calculated as $365,000,000 divided by the Food Lion Average Stock Price or
$9, whichever is greater and (B) an amount in cash (the "Cash Consideration")
equal to the difference between the Total
-5-
<PAGE> 6
Consideration and the Share Consideration. Empire Stockholders may elect to
adjust, upwards or downwards, the cash and stock mix of the Total Consideration,
provided that the Share Consideration may in no event be less than $315,000,000
(subject to adjustment as set forth in the Stock Exchange Agreement) or in
excess of $421,000,000.
THE VOTING AGREEMENT.
In connection with the Merger Agreement and as an inducement to Food
Lion's willingness to enter into the Merger Agreement, Food Lion has entered
into a Voting Agreement with the Empire Stockholders, dated as of August 17,
1999 (the "Voting Agreement"), pursuant to which, among other things, the Empire
Stockholders agreed to vote 10,418,565 of their shares of Company Common Stock
(representing approximately 24.7% of the outstanding Company Common Stock) in
favor of the Merger and related matters and against certain competing
transactions that may be proposed. The Empire Stockholders retain the right to
vote the shares covered by the Voting Agreement on all other matters that may be
brought before stockholders of the Company, provided that such vote is not
inconsistent with the purposes of the Voting Agreement. In addition, the Voting
Agreement generally provides that the Empire Stockholders may not sell,
transfer, assign or otherwise dispose of, directly or indirectly, any of the
shares of Company Common Stock covered by the Voting Agreement, other than
sales, transfers, assignments or other dispositions by an Empire Stockholder to
a direct or indirectly wholly-owned subsidiary of either Empire Stockholder.
The Voting Agreement terminates on the earlier to occur of (i)
termination of the Merger Agreement, (ii) the agreement of the parties to the
Voting Agreement to terminate the Voting Agreement, (iii) the consummation of
the Merger and (iv) the date such Empire Stockholder ceases to own any shares of
Company Common Stock.
(c) Not applicable.
(d) Pursuant to the Merger Agreement, upon consummation of the Merger
and until successors are duly elected or appointed and qualified, (i) the
directors of the Company shall be the directors of Merger Subsidiary at the
Effective Time, and (ii) the officers of the Company shall be the existing
officers of the Company at the Effective Time.
(e) Other than as a result of the Merger described in Item 4(a) - (b)
above, Food Lion does not presently have any plans or proposals which relate to
or would result in any material change in the present capitalization or dividend
policy of the Company.
(f) - (g) Not applicable.
(h) - (i) Upon closing of the Merger, Company Common Stock will be
deregistered under the Act, as amended, and the rules and regulations
promulgated thereunder, and delisted from the New York Stock Exchange.
-6-
<PAGE> 7
If the Merger is consummated as planned, Food Lion will authorize for
listing on the New York Stock Exchange the shares of Food Lion Common Stock
issuable in connection with the Merger, subject to official notice of issuance.
(j) Not applicable.
References to, and descriptions of, the Merger Agreement, the Stock
Exchange Agreement and the Voting Agreement, respectively, as set forth in this
Item 4, are qualified in their entirety by reference to the copies of the Merger
Agreement, the Stock Exchange Agreement and the Voting Agreement included as
Exhibits 1, 2 and 3, respectively, to this Schedule 13D, and are incorporated in
this Item 4 in their entirety.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) - (b) The information set forth in Item 4 is hereby incorporated
herein by reference. Under the Act, as amended, and the rules and regulations
promulgated thereunder, Food Lion may be deemed to have shared voting power with
respect to the 10,418,565 shares of Company Common Stock covered by the Voting
Agreement. These shares represent approximately 24.7% of the outstanding Company
Common Stock. To the best knowledge of Food Lion, none of Detla, Delhaize "Le
Lion" or the persons listed on Schedules A, B or C hereto beneficially owns any
shares of Company Common Stock.
The number of shares of Company Common Stock that may be deemed
beneficially owned: (i) with respect to which there is sole voting power is 0,
(ii) with respect to which there is shared voting power is 10,418,565, (iii)
with respect to which there is sole dispositive power is 0, and (iv) with
respect to which there is shared dispositive power is 0.
(c) Except as set forth in Item 4, no transactions in Company Common
Stock have been effected during the past 60 days by Food Lion or, to the best
knowledge of Food Lion, by Delhaize "Le Lion", Detla or any person listed on
Schedules A, B or C hereto.
(d) - (e) Inapplicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
The information set forth in Items 2, 4 and 5 hereof is hereby
incorporated herein by reference.
-7-
<PAGE> 8
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The following documents are filed as exhibits to this Schedule 13D:
Exhibit No.
-----------
1. Agreement and Plan of Merger, dated as of August 17, 1999, by
and among Food Lion, Inc., Hannaford Bros. Co. and FL
Acquisition Sub, Inc. (incorporated by reference to Exhibit 2
of Food Lion, Inc.'s Current Report on Form 8-K filed August
19, 1999).
2. Stock Exchange Agreement, dated as of August 17, 1999, by and
among Food Lion, Inc., Empire Company Limited and E.C.L.
Investments Limited (incorporated by reference to Exhibit 99.2
of Food Lion, Inc.'s Current Report on Form 8-K filed August
19, 1999).
3. Voting Agreement, dated as of August 17, 1999, by and among
Food Lion, Inc., Empire Company Limited and E.C.L. Investments
Limited (incorporated by reference to Exhibit 99.3 of Food
Lion, Inc.'s Current Report on Form 8-K filed August 19,
1999).
-8-
<PAGE> 9
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
FOOD LION, INC.
By: /s/ Lester C. Nail
------------------------------------
Name: Lester C. Nail
------------------------------------
Title: Vice President of Legal Affairs
------------------------------------
Dated: August 25, 1999
------------------------------------
The original statement shall be signed by each person on whose behalf
the statement is filed or his authorized representative. If the statement is
signed on behalf of a person by his authorized representative (other than an
executive officer or general partner of this filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement; provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)
-9-
<PAGE> 10
SCHEDULE A
The directors and executive officers of Food Lion are as follows:
<TABLE>
<CAPTION>
Name, Title and Business Present Principal Occupation
or Residential Address or Employment / Citizenship
------------------------ ----------------------------
<S> <C>
Pierre-Olivier Beckers, Chief Executive Officer and President of the Executive
Chairman of the Board of Directors Committee of Delhaize "Le Lion"
rue Osseghem, 53 / Belgian
1080 Brussels, Belgium
Dr. Jacqueline K. Collamore, Director Corporate Consultant / U.S.
5206 Norway Drive
Chevy Chase, Maryland 20815
Jean-Claude Coppieters 't Wallant, Director Group Chief Financial Officer, Secretary of the Board of
rue Osseghem, 53 Directors, and Member of the Executive Committee of
1080 Brussels, Belgium Delhaize "Le Lion"
/ Belgian
William G. Ferguson, Director Executive Vice President of Snow Aviation International,
Rickenbacker Airport Inc. / U.S.
7201 Paul Tibbets Street
Columbus, Ohio 43217
Dr. Bernard W. Franklin, Director President of Virginia Union University, Richmond,
Virginia Union University Virginia / U.S.
1500 North Lombardy Street
Richmond, Virginia 23220
Joseph C. Hall, Jr., Senior Vice President of Operations and Chief Operating
Director and Senior Vice President Officer of Food Lion / U.S.
2110 Executive Drive
Salisbury, North Carolina 28144
Margaret H. Kluttz, Director Director of Food Lion / U.S.
520 South Fulton Street
Salisbury, North Carolina 28144
Bill McCanless, President and Chief Executive Officer of
Director, President and Food Lion / U.S.
Chief Executive Officer
2110 Executive Drive
Salisbury, North Carolina 28144
</TABLE>
-10-
<PAGE> 11
SCHEDULE A - Continued
<TABLE>
<CAPTION>
Name, Title and Business Present Principal Occupation
or Residential Address or Employment / Citizenship
------------------------ ----------------------------
<S> <C>
Dominique Raquez, Director Financial Planning, Control and Development Officer and
rue Osseghem, 53 Member of the Executive Committee of Delhaize "Le Lion" /
1080 Brussels, Belgium Belgian
Pierre Dumont, Director Secretary of the Executive Committee and Group Human
rue Osseghem, 53 Resources Officer of Delhaize "Le Lion" / Belgian
1080 Brussels, Belgium
</TABLE>
-11-
<PAGE> 12
SCHEDULE B
The directors and executive officers of Delhaize "Le Lion" are as
follows:
<TABLE>
<CAPTION>
Name, Title and Business Present Principal Occupation
or Residential Address or Employment / Citizenship*
------------------------ ----------------------------
<S> <C>
Gui de Vaucleroy, Director of Companies; Retired
Chairman of the Board of Directors
rue Osseghem, 53
1080 Brussels, Belgium
Pierre-Olivier Beckers, Chief Executive Officer and President of the Executive
Director, President and Committee of Delhaize "Le Lion"
Chief Executive Officer
rue Osseghem, 53
1080 Brussels, Belgium
Philippe Stroobant, Director Director of Companies; Retired
rue Osseghem, 53
1080 Brussels, Belgium
Roger Boin, Director Director of Companies; Retired
rue Osseghem, 53
1080 Brussels, Belgium
Charles de Cooman d'Herlinckhove, Director Director of Companies; Retired
rue Osseghem, 53
1080 Brussels, Belgium
Marcel Degroof, Director Honorary Banker of Bank Degroof; Retired
rue Osseghem, 53
1080 Brussels, Belgium
Jacques Le Clerq, Director Director of Companies; Retired
rue Osseghem, 53
1080 Brussels, Belgium
Frans Vreys, Director Director of Companies; Retired
rue Osseghem, 53
1080 Brussels, Belgium
</TABLE>
- ----------------------
* All of the persons listed on this Schedule B are Belgian unless otherwise
indicated.
-12-
<PAGE> 13
SCHEDULE B - Continued
<TABLE>
<CAPTION>
Name, Title and Business Present Principal Occupation
or Residential Address or Employment / Citizenship*
------------------------ ----------------------------
<S> <C>
Raymond Max Boon, Director Director of Companies; Retired
rue Osseghem, 53
1080 Brussels, Belgium
Didier Smits, Director Director of Companies; Managing Director of Sprl
rue Osseghem, 53 Papeteries Aubry
1080 Brussels, Belgium
Dominique Raquez, Officer Financial Planning, Control and Development Officer and
rue Osseghem, 53 Member of the Executive Committee of Delhaize "Le Lion"
1080 Brussels, Belgium
Jean-Claude Coppieters 't Wallant, Officer Secretary of the Board of Directors, Member of the
rue Osseghem, 53 Executive Committee and Group Chief Financial Officer of
1080 Brussels, Belgium Delhaize "Le Lion"
Pierre Dumont, Officer Secretary of the Executive Committee and Group Human
rue Osseghem, 53 Resources Officer of Delhaize "Le Lion"
1080 Brussels, Belgium
Renaud Cogels, Officer Member of the Executive Committee and General Manager of
rue Osseghem, 53 the Benelux Division of Delhaize "Le Lion"
1080 Brussels, Belgium
Arthur Goethals, Officer Member of the Executive Committee and Sales and Marketing
rue Osseghem, 53 Officer (Belgium) of Delhaize "Le Lion"
1080 Brussels, Belgium
</TABLE>
- ----------------------
* All of the persons listed on this Schedule B are Belgian unless otherwise
indicated.
-13-
<PAGE> 14
SCHEDULE C
The directors and executive officers of Detla are as follows:
<TABLE>
<CAPTION>
Name, Title and Business Present Principal Occupation
or Residential Address or Employment / Citizenship*
------------------------ ----------------------------
<S> <C>
Gui de Vaucleroy, Director Chairman of the Board of Directors of Delhaize "Le Lion"
rue Osseghem, 53
1080 Brussels, Belgium
Jacques Le Clerq, Director Director of Companies; Retired
rue Osseghem, 53
1080 Brussels, Belgium
Gwynne H. Wales, Attorney, White & Case / U.S.
Director and Officer Secretary of Detla
Piyade Sokak No. 18
Portakal Ci cegi Apt. C
Blok Kat 2 06550 Cankaya
Ankara, Turkey
Pierre-Olivier Beckers, Chief Executive Officer and President of the Executive
Director, Chairman, President and Committee of Delhaize "Le Lion"
Chief Executive Officer
rue Osseghem, 53
1080 Brussels, Belgium
Jean-Claude Coppieters 't Wallant, Director, Vice Group Chief Financial Officer, Secretary of the Board of
President, Treasurer and Directors, and member of the Executive Committee of
Assistant Secretary Delhaize "Le Lion"
rue Osseghem, 53
1080 Brussels, Belgium
Michel Duchateau, Officer Accounting Manager of Detla
rue Osseghem, 53
1080 Brussels, Belgium
Dominique Raquez, Director and Financial Planning, Control and Development Officer and
Vice President, Financial Planning, Member of the Executive Committee of Delhaize "Le Lion"
Control and Development
rue Osseghem, 53
1080 Brussels, Belgium
</TABLE>
- ----------------------
* All of the persons listed on this Schedule C are Belgian unless otherwise
indicated.
-14-
