<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 15, 2000
REGISTRATION NO. 333-42882
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
DELHAIZE AMERICA, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
NORTH CAROLINA 56-0660192
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
</TABLE>
------------------------
DELHAIZE AMERICA, INC.
P.O. BOX 1330
2110 EXECUTIVE DRIVE
SALISBURY, NORTH CAROLINA 28145
(704) 633-8250
(Address, including zip code, and telephone number, including area code of
registrant's principal executive offices)
------------------------
R. WILLIAM MCCANLESS
DELHAIZE AMERICA, INC.
P.O. BOX 1330
2110 EXECUTIVE DRIVE
SALISBURY, NORTH CAROLINA 28145
(704) 633-8250
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
------------------------
COPY TO:
STEPHEN E. OLDER, ESQ.
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
590 Madison Avenue
New York, New York 10022
(212) 872-1000
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From
time to time or at one time after the effective date of this registration
statement as determined by the selling stockholders.
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, check the following box. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
------------------------
<PAGE> 2
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED PER UNIT(1) OFFERING PRICE(1) FEE(2)
------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A common stock, par value
$0.50 per share 12,047,793 $16.00 $192,764,688 $50,889.88
==================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933, based on the
average high and low sales prices of a share of Class A common stock on the
New York Stock Exchange, Inc. on July 26, 2000, as reported in published
financial sources.
(2) Registration fee previously paid.
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.
<PAGE> 3
PROSPECTUS
DELHAIZE AMERICA, INC.
12,047,793 SHARES
OF CLASS A COMMON STOCK
------------------
The shares of Delhaize America Class A common stock offered by this
prospectus are being offered by the stockholders of our company named in the
section entitled "Selling Stockholders" on page 5. The selling stockholders may
sell the shares of Delhaize America Class A common stock from time to time in
various types of transactions including:
- on the New York Stock Exchange;
- in the over-the-counter market; and
- in privately negotiated transactions.
For additional information on methods of sale, you should refer to the
section entitled "Plan of Distribution" on page 5. We will not receive any
portion of the proceeds from the sale of these Class A common stock shares.
Our Class A common stock is listed on the New York Stock Exchange under
the symbol "DZA." In this prospectus, references to "Delhaize America," "we,"
"our" and "us" refer to Delhaize America, Inc.
The selling stockholders will determine the price at which the shares of
Class A common stock will be sold independent of our company. On August 14,
2000, the last sale price of the Class A common stock on the New York Stock
Exchange was $15.31 per share.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THE DISCLOSURES IN THE PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this prospectus is August 15, 2000.
I-1
<PAGE> 4
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
YOU SHOULD NOT RELY ON FORWARD-LOOKING STATEMENTS
BECAUSE THEY ARE INHERENTLY UNCERTAIN ...........................3
WHERE CAN YOU FIND MORE INFORMATION..............................3
THE COMPANY......................................................4
USE OF PROCEEDS..................................................4
SELLING STOCKHOLDERS.............................................5
PLAN OF DISTRIBUTION.............................................5
EXPERTS..........................................................7
LEGAL MATTERS....................................................7
</TABLE>
You should rely only on the information contained or incorporation by
reference in this prospectus. We have not authorized anyone to provide you with
different or additional information. This prospectus is not an offer to sell nor
is it seeking an offer to buy shares of our Class A common stock in any
jurisdiction where the offer or sale is not permitted. The information contained
or incorporated by reference in this prospectus is correct as of the date of
this prospectus, regardless of the time of the delivery of this prospectus or
any sale of our Class A common stock.
I-2
<PAGE> 5
YOU SHOULD NOT RELY ON FORWARD-LOOKING STATEMENTS BECAUSE THEY ARE
INHERENTLY UNCERTAIN
The statements contained in this prospectus that are not historical facts
are "forward-looking statements" (as such term is defined in Section 27A of the
Securities Act and Section 21E of the Exchange Act), which can be identified by
the use of forward-looking terminology such as "estimates," "projects,"
"anticipates," "expects," "intends," "believes," or the negative thereof or
other variations thereon or comparable terminology, or by discussions of
strategy that involve risks and uncertainties. Forward-looking statements
involve inherent risks and uncertainties. Accordingly, readers are cautioned not
to place undue reliance on these forward-looking statements, which apply only as
of the date of this prospectus. Our actual results could differ materially from
those anticipated in these forward-looking statements for many reasons. In any
event, these statements speak only as of their dates; and we undertake no
obligation to update or revise any of them, whether as a result of new
information, future events or otherwise.
WHERE CAN YOU FIND MORE INFORMATION
This prospectus is part of a registration statement on Form S-3 that we
filed with the Securities and Exchange Commission ("SEC" or the "Commission").
Some information in the registration statement has been omitted from this
prospectus in accordance with SEC rules. We file annual, quarterly and special
reports, proxy reports, proxy statements and other information with the SEC. You
can read and copy the registration statement as well as reports, proxy
statements and other information we have filed with the SEC at the public
reference room maintained by the SEC at 450 Fifth Street, NW, Washington, D.C.
20549, and at the following Regional Offices of the SEC: Seven World Trade
Center, New York, New York 10048, and Northwest Atrium Center, 500 West Madison
Street, Chicago, Illinois 60661. You can call the SEC at 1-800-732-0330 for
further information about the public reference room. We are also required to
file electronic versions of these documents with the SEC, which may be accessed
through the SEC's World Wide Web site at http://www.sec.gov. Our Class A common
stock is quoted on the New York Stock Exchange under the symbol "DZA." Reports,
proxy and information statements and other information concerning our company
may be inspected at the offices of the New York Stock Exchange, Inc., 20 Broad
Street, New York, New York.
The SEC allows us to "incorporate by reference" the information we have
previously filed with it, which means we can disclose important information by
referring to those documents. All information that we have incorporated by
reference is available to you in accordance with the above paragraph.
Information that we file with the SEC subsequent to the date of this prospectus
will automatically update and supersede this information. We incorporate by
reference the documents listed below and any future filings made with the SEC
under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), until the selling stockholders have sold all
the shares. These include periodic reports, such as Annual Reports on Form 10-K,
Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as well as proxy
statements.
The following documents filed with the SEC are incorporated by reference
in this prospectus:
1. our Annual Report on Form 10-K for the fiscal year ended January 1,
2000;
2. our Quarterly Report on Form 10-Q for the quarter ended March 25,
2000;
3. our Quarterly Report on Form 10-Q for the quarter ended June 17,
2000;
4. our Current Report on Form 8-K dated July 31, 2000;
5. our Definitive Proxy Statement dated March 31, 2000, in connection
with the Annual Meeting of Stockholders held on May 4, 2000;
6. the description of the Company's Class A common stock included under
the heading "Description of Common Stock" on pages 1-3 of the Company's
Registration Statement on Form 8-A filed with the Commission on March 1, 1984,
as amended by the Company's Registration Statement on Form 8-A/A filed with the
Commission on December 18, 1987, as amended by the Company's Registration
Statement on Form 8-A filed with the Commission on September 2, 1999, as amended
by the Company's Registration Statement on Form 8-A/A filed with the Commission
on September 3, 1999; and
I-3
<PAGE> 6
7. our Registration Statement on Form S-4 filed with the Commission on
November 17, 1999, as amended by Amendment No. 1 to Registration Statement on
Form S-4 filed with the Commission on January 3, 2000.
We will furnish without charge to you, on written or oral request, a copy
of any or all of the documents incorporated by reference, excluding all exhibits
unless the exhibits have specifically been incorporated by reference in such
documents. You should direct any requests for documents to Delhaize America at
the following address:
Delhaize America, Inc.
P.O Box 1330
2110 Executive Drive
Salisbury, North Carolina 28145
Telephone: (704) 633-8250
Attn: Investor Relations
THE COMPANY
Delhaize America engages in one line of business, the operation of retail
food supermarkets in the southeastern and mid-Atlantic regions of the United
States. Delhaize America was incorporated in North Carolina in 1957 and
maintains its corporate headquarters in Salisbury, North Carolina. Delhaize
America's stores, which are primarily operated under the names "Food Lion" and
"Kash n' Karry," sell a wide variety of groceries, produce, meats, dairy
products, seafood, frozen food, deli/bakery and non-food items such as health
and beauty care, prescriptions, and other household and personal products.
Delhaize America offers nationally and regionally advertised brand name
merchandise as well as products manufactured and packaged for Delhaize America
under the private labels of "Food Lion" and "Kash n' Karry." Delhaize America's
principal executive offices are located at 2110 Executive Drive, Post Office Box
1330, Salisbury, North Carolina 28145-1330. Delhaize America's company's
telephone number is (704) 633-8250.
RECENT DEVELOPMENTS
On July 31, 2000, Delhaize America acquired Hannaford Bros. Co.
("Hannaford") by merging a wholly owned subsidiary of Delhaize America with and
into Hannaford. As a result of the merger, Hannaford became a wholly owned
subsidiary of Delhaize America. Hannaford is a multi-regional food retailer with
supermarkets located throughout Maine, New Hampshire and Vermont, and in parts
of New York, Massachusetts, Virginia, North Carolina and South Carolina. Its
stores are operated primarily under the names "Shop'n Save" and "Hannaford."
Hannaford also operates pharmacies within its supermarkets and combination
stores.
Immediately prior to closing the merger, pursuant to a Stock Exchange
Agreement, dated August 17, 1999, among Empire Company Limited ("Empire"), its
wholly owned subsidiary, E.C.L. Investments Limited ("E.C.L."), and Delhaize
America, Delhaize America acquired the 10,418,565 shares of Hannaford common
stock owned by Empire and E.C.L. in exchange for an aggregate of $501,349,134 in
cash and 11,915,463 shares of its Class A common stock. In connection with its
acquisition of Hannaford, Delhaize America paid $79 per share for all of the
outstanding shares of Hannaford common stock (including those shares purchased
pursuant to the Stock Exchange Agreement) through a combination of cash and the
issuance of an aggregate of approximately 29,819,461 shares of its Class A
common stock to Hannaford shareholders in the merger (including shares issuable
upon the exercise of outstanding options) and Empire and E.C.L. pursuant to the
Stock Exchange Agreement. The acquisition of Hannaford, valued at approximately
$3.6 billion including the assumption of debt, was accounted for as a purchase
transaction.
USE OF PROCEEDS
We will not receive any of the proceeds from the sale of the shares of
Class A common stock by the selling stockholders.
I-4
<PAGE> 7
SELLING STOCKHOLDERS
The shares of Class A common stock offered by this prospectus are being
offered by Empire Company Limited, E.C.L. Investments Limited, the Pension Plan
for Employees of Sobeys, Inc. and the Sobeys Inc. Master Trust Investment Fund.
The shares are being registered by us pursuant to a Registration Rights
Agreement, dated August 17, 1999, among the foregoing parties and Delhaize
America.
The table below sets forth information with respect to the selling
stockholders including:
- the name of the selling stockholder;
- the number of shares of Class A common stock beneficially owned by
each selling stockholder as of July 31, 2000;
- the number of shares of Class A common stock which may be offered and
are being registered by this prospectus for the account of each
selling stockholder; and
- the amount of shares of Class A common stock to be owned by each
selling stockholder assuming all of the shares are sold.
<TABLE>
<CAPTION>
NUMBER OF SHARES OF NUMBER OF SHARES OF
NUMBER OF SHARES OF CLASS A COMMON CLASS A COMMON STOCK
CLASS A COMMON STOCK WHICH MAY BE TO BE OWNED AFTER
NAME STOCK OWNED OFFERED OFFERING(1)
---- ----------- ------- -----------
<S> <C> <C> <C>
Empire Company Limited 6,347,367 6,347,367 0
E.C.L. Investments Limited 5,568,096 5,568,096 0
Empire Company Limited (2)
Pension Plan for Employees of 127,187 127,187 0
Sobeys, Inc.
Sobeys Inc. Master Trust Investment 5,143 5,143 0
Fund
</TABLE>
----------
(1) Assumes that all the shares being offered are sold in the offering.
(2) E.C.L. Investments Limited and Empire Company Limited share ownership of
5,568,096 shares by reason of E.C.L. Investments Limited being a wholly
owned subsidiary of Empire Company Limited.
PLAN OF DISTRIBUTION
Our company is registering the shares of Class A common stock on behalf
of the selling stockholders. A selling stockholder is a person named under the
section entitled "Selling Stockholders" and also includes any donee, pledgee,
transferee or other successor-in-interest selling shares received after the date
of this prospectus from a selling stockholder as a gift, pledge, partnership
distribution or other non-sale related transfer. Sales of shares may be effected
by selling stockholders from time to time in one or more types of transactions
(which may include block transactions) on the New York Stock Exchange, in the
over-the-counter market, in negotiated transactions, through put or call options
transactions relating to the shares, through short sales of shares, or a
combination of these methods of sale, at market prices prevailing at the time of
sale, or at negotiated prices. These transactions may or may not involve brokers
or dealers. The selling stockholders have advised our company that they have not
entered into any agreements, understandings or arrangements with any
underwriters or broker-dealers regarding the sale of
I-5
<PAGE> 8
their securities, nor is there an underwriter or coordinated broker acting in
connection with the proposed sale of shares by the selling stockholders.
The selling stockholders may enter into hedging transactions with
broker-dealers or other financial institutions. In connection with these
transactions, broker-dealers or other financial institutions may engage in short
sales of the shares or of securities convertible into or exchangeable for the
shares in the course of hedging positions they assume with selling stockholders.
The selling stockholders may also enter into options or other transactions with
broker-dealers or other financial institutions which require the delivery to
such broker-dealers or other financial institutions of shares offered by this
prospectus, which shares these broker-dealer or other financial institution may
resell pursuant to this prospectus (as amended or supplemented to reflect such
transaction).
The selling stockholders may make these transactions by selling shares
directly to purchasers or to or through broker-dealers, which may act as agents
or principals. These broker-dealers may receive compensation in the form of
discounts, concessions or commissions from selling stockholders and/or the
purchasers of shares for whom such broker-dealers may act as agents or to whom
they sell as principal, or both (which compensation as to a particular
broker-dealer might be in excess of customary commissions).
The selling stockholders and any broker-dealers that act in connection
with the sale of shares may be deemed to be "underwriters" within the meaning of
Section 2(11) of the Securities Act, and any commissions received by such
broker-dealers or any profit on the resale of the shares sold by them while
acting as principals might be deemed to be underwriting discounts or commissions
under the Securities Act. The selling stockholders may agree to indemnify any
agent, dealer or broker-dealer that participates in transactions involving sales
of the shares against certain liabilities, including liabilities arising under
the Securities Act.
Because selling stockholders may be deemed to be "underwriters" within
the meaning of Section 2(11) of the Securities Act, the selling stockholders may
be subject to the prospectus delivery requirements of the Securities Act. Our
company has informed the selling stockholders that the anti-manipulative
provisions of Regulation M promulgated under the Exchange Act may apply to their
sales in the market.
Selling stockholders also may resell all or a portion of the shares in
open market transactions in reliance upon Rule 144 under the Securities Act,
provided they meet the criteria and conform to the requirements of Rule 144.
Upon our company being notified by a selling stockholder that any
material arrangement has been entered into with a broker-dealer for the sale of
shares through a block trade, special offering, exchange distribution or
secondary distribution or a purchase by a broker or dealer, a supplement to this
prospectus will be filed, if required, pursuant to Rule 424(b) under the
Securities Act, disclosing:
- the name of each such selling stockholder and of the participating
broker-dealer(s);
- the number of shares involved;
- the initial price at which such shares were sold;
- the commissions paid or discounts or concessions allowed to such
broker-dealer(s), where applicable;
- that such broker-dealer(s) did not conduct any investigation to verify
the information set out or incorporated by reference in this
prospectus; and
- other facts material to the transactions.
In addition, upon our company being notified by a selling stockholder that a
donee or pledgee intends to sell more than 500 shares, a supplement to this
prospectus will be filed.
I-6
<PAGE> 9
EXPERTS
The financial statements incorporated in this prospectus by reference to
our Annual report on Form 10-K for the year ended January 1, 2000, have been so
incorporated in reliance on the report of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.
LEGAL MATTERS
The validity of the shares of Class A common stock offered in this
prospectus will be passed upon for our company by Robinson, Bradshaw & Hinson,
P.A. with respect to North Carolina law.
I-7
<PAGE> 10
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The estimated expenses payable by the registrant in connection with the
issuance and distribution of the securities being registered are as follows:
<TABLE>
<S> <C>
SEC Registration Fee ............................ $50,991
Accounting Fees and Expenses .................... $10,000*
Legal Fees and Expenses (including Blue Sky) .... $20,000*
Miscellaneous Expenses .......................... $ 5,000*
Total ........................................... $85,991*
=======
</TABLE>
-----------
*Estimated
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Sections 55-8-50 through 55-8-58 of the revised North Carolina Business
Corporation Act contain specific provisions relating to indemnification of
directors and officers of North Carolina corporations. In general, the statutes
provide that (i) a corporation must indemnify a director or officer who is
wholly successful in his defense of a proceeding to which he is a party because
of his status as such, unless limited by the articles of incorporation, and (ii)
a corporation may indemnify a director or officer if he is not wholly successful
in such defense, if it is determined as provided by statute that the director or
officer meets a certain standard of conduct, provided when a director or officer
is liable to the corporation or is adjudged liable on the basis that personal
benefit was improperly received by him, the corporation may not indemnify him. A
director or officer of a corporation who is a party to a proceeding also may
apply to the courts for indemnification, unless the articles of incorporation
provide otherwise, and the court may order indemnification under certain
circumstances set forth in the statute. A corporation may, in its articles of
incorporation or bylaws or by contract or resolution, provide indemnification in
addition to that provided by statute, subject to certain conditions.
THE COMPANY'S CHARTER AND BYLAW PROVISIONS
Our company's bylaws provide for the indemnification of any director or
officer of the company against liabilities and litigation expenses arising out
of his status as such, excluding (i) any liabilities or litigation expenses
relating to activities which were at the time taken known or believed by such
person to be clearly in conflict with the best interests of the company and (ii)
that portion of any liabilities or litigation expenses with respect to which
such person is entitled to receive payment under any insurance policy other than
a directors' and officers' insurance policy maintained by the company.
Our company's articles of incorporation provide for the elimination of
the personal liability of each director of the company to the fullest extent
permitted by law.
DIRECTORS' AND OFFICERS' LIABILITY INSURANCE
Our company maintains directors' and officers' liability insurance, under
which any controlling persons, director or officer of the company is insured or
indemnified against certain liabilities which he may incur in his capacity as
such.
ITEM 16. EXHIBITS
A list of exhibits included as part of this registration statement is set
forth in the Exhibit Index which immediately precedes the exhibits and is
incorporated by reference here.
II-1
<PAGE> 11
ITEM 17. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement;
(iii) to include any material information with respect to the plan
of distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
Provided, however, that the undertakings set forth in paragraphs (a)(1)(i) and
(a)(1)(ii) of this section do not apply if the information required to be
included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the SEC by Delhaize America pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of prospectus
filed as part of this registration statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the registrant pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part
of this registration statement as of the time it was declared effective.
(2) For the purposes of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission this form of indemnification is against public policy as expressed in
the Securities Act and is, therefore, unenforceable. In the event that a claim
for indemnification against these liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by a director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of this issue.
II-2
<PAGE> 12
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
registration statement amendment to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Salisbury, State of North Carolina,
on August 15, 2000.
DELHAIZE AMERICA, INC.
By: /s/ R. William McCanless
------------------------
R. William McCanless
President and Chief Executive Officer
II-3
<PAGE> 13
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement amendment on Form S-3 has been signed by the
following persons in the capacities indicated on August 15, 2000.
<TABLE>
<CAPTION>
SIGNATURE TITLE
<S> <C>
/s/ R. William McCanless President and Chief Executive Officer, Director
------------------------ (Principal Executive Officer)
R. William McCanless
/s/ Pierre-Olivier Beckers* Chairman of the Board, Director
--------------------------
Pierre-Olivier Beckers
/s/ Dr. Jacqueline K. Collamore* Director
-------------------------------
Dr. Jacqueline K. Collamore
/s/ Jean-Claude Coppieters t' Wallant* Director
-------------------------------------
Jean-Claude Coppieters t' Wallant
/s/ William G. Ferguson* Director
-----------------------
William G. Ferguson
/s/ Dr. Bernard W. Franklin* Director
---------------------------
Dr. Bernard W. Franklin
/s/ Joseph C. Hall* Director, Senior Vice President of Operations
------------------
Joseph C. Hall
/s/ Margaret H. Kluttz* Director
----------------------
Margaret H. Kluttz
/s/ Dominique Raquez* Director
--------------------
Dominique Raquez
/s/ Pierre Dumont* Director
-----------------
Pierre Dumont
/s/ Laura Kendall* Vice President of Finance, Chief Financial
---------------- Officer (Principal Accounting Officer)
Laura Kendall
Vice Chairman of the Board, Director
----------------------
Hugh G. Farrington
</TABLE>
----------
* Signed by R. William McCanless as attorney-in-fact.
II-4
<PAGE> 14
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Exhibit Description
------- -------------------
<S> <C> <C>
2 - Agreement and Plan of Merger, dated as of August 17, 1999, among
Delhaize America, Hannaford and FL Acquisition Sub, Inc., as
amended, which is incorporated herein by reference to Exhibit 2.1
to Delhaize America's Registration Statement on Form S-4 filed
with the SEC on November 17, 1999, as amended by Amendment No. 1
to Delhaize America's Registration Statement on Form S-4 filed
with the SEC on January 3, 2000
4.1 - Articles of Incorporation, together with all amendments thereto
(through May 5, 1988), which is incorporated by reference to
Exhibit 3(a) to Delhaize America's Annual Report on Form 10-K
dated March 24, 1992
4.2 - Articles of Amendment to Articles of Incorporation, which is
incorporated by reference to Exhibit 3.1 to the Company's Current
Report on Form 8-K dated September 7, 1999
4.3 - Bylaws of the Company effective September 7, 1999, which are
incorporated by reference to Exhibit 3.2 of the Company's Current
Report on Form 8-K dated September 7, 1999
5 - Opinion of Robinson, Bradshaw & Hinson, P.A. regarding validity of
the securities to be registered
23.1 - Consent of Robinson, Bradshaw & Hinson, P.A. (included in the
opinion filed as Exhibit 5 to this Registration Statement)
23.2 - Consent of Independent Accountants, PricewaterhouseCoopers LLP
24 - Powers of Attorney *
99.1 - Stock Exchange Agreement, dated August 17, 1999, among Delhaize
America, Empire Company Limited and E.C.L. Investments Limited,
which is incorporated by reference to Exhibit 99.2 to Delhaize
America's Registration Statement on Form S-4 filed with the SEC on
November 17, 1999, as amended by Amendment No. 1 to Delhaize
America's Registration Statement on Form S-4 filed with the SEC on
January 3, 2000
99.2 - Registration Rights Agreement, dated August 17, 1999, among
Delhaize America, Empire Company Limited, E.C.L. Investments
Limited, Pension Plan for Employees of Sobeys, Inc. and Sobeys
Inc. Master Trust, Investment Fund, which is incorporated by
reference to Exhibit 99.3 to Delhaize America's Registration
Statement on form S-4 filed with the SEC on November 17, 1999, as
amended by Amendment No. 1 to Delhaize America's Registration
Statement on Form S-4 filed with the SEC on January 3, 2000
</TABLE>
---------------------
* Previously filed.
