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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (Date of Earliest Event Reported): JULY 31, 2000
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DELHAIZE AMERICA, INC.
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(Exact name of registrant as specified in its charter)
Commission File No. 0-6080
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NORTH CAROLINA 56-0660192
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(State or other Jurisdiction of incorporation) (I.R.S. Employer
Identification No.)
2110 Executive Drive, P.O. Box 1330
Salisbury, North Carolina 28145-1330
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (704) 633-8250
NOT APPLICABLE
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(Former name or former address, if changed since last report.)
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ITEM 2. ACQUISITION OF DISPOSITION OF ASSETS
On July 31, 2000, Delhaize America, Inc., a North Carolina
corporation (the "Company"), and Hannaford Bros. Co., a Maine corporation
("Hannaford"), consummated a merger (the "Merger") whereby FL Acquisition
Sub, Inc., a Maine corporation and a wholly owned subsidiary of the Company
("Merger Subsidiary"), was merged with and into Hannaford pursuant to an
Agreement and Plan of Merger, dated August 17, 1999, as amended (the "Merger
Agreement") among the Company, Hannaford and Merger Subsidiary. As a result
of the Merger, Hannaford became a wholly owned subsidiary of the Company. The
acquisition of Hannaford, valued at approximately $3.6 billion including the
assumption of debt, was accounted for as a purchase transaction.
Pursuant to the Merger Agreement, each outstanding share of Hannaford
common stock, par value $.75 per share ("Hannaford Common Stock"), was
converted into the right to receive, at the election of the holder of such
share of Hannaford Common Stock subject to proration ensuring that 86% of the
shares of Hannaford Common Stock outstanding and not owned by the Company at
the time of the Merger would be converted into the right to receive cash and
the remaining shares would be converted into the right to receive shares of
Delhaize America Class A common stock, par value $.50 per share ("Delhaize
America Class A Common Stock"), either (i) approximately 2.9259 shares of
Delhaize America Class A Common Stock, or (ii) approximately $69.63 in cash
and .3471 shares of Delhaize America Class A Common Stock; PROVIDED, HOWEVER,
that no fraction of a whole share of Delhaize America Class A Common Stock
will be issued; instead, the Company shall pay an amount of cash, rounded
down to the nearest whole cent, to each holder of Hannaford Common Stock who
would otherwise be entitled to a fractional share of Delhaize America Class A
Common Stock. As a result, approximately 33,483,939 shares of Hannaford
Common Stock outstanding and not owned by the Company immediately prior to
the Merger were converted into approximately (i) 13,715,998 registered shares
of Delhaize America Class A Common Stock, and (ii) $2,274,895,929 in cash. In
addition, options to acquire approximately 840,112 shares of Hannaford Common
Stock outstanding under Hannaford's stock option plans were assumed by the
Company and converted into options to purchase approximately 4,188,000 shares
of Delhaize America Class A Common Stock.
Immediately prior to closing the Merger, pursuant to a Stock Exchange
Agreement, dated August 17, 1999, among Empire Company Limited and E.C.L.
Investments Limited (collectively, the "Selling Stockholders") and the
Company, the Company acquired the 10,418,565 shares of Hannaford Common Stock
owned by the Selling Stockholders in exchange for an aggregate of
$501,349,134 in cash and 11,915,463 shares of Delhaize America Class A Common
Stock.
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.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED
The required financial information of Hannaford is hereby
incorporated by reference to Hannaford's Annual Report on Form 10-K for the
period ended January 1, 2000, filed with the SEC on March 10, 2000, and
Hannaford's Quarterly Report on Form 10-Q for the quarterly period ended April
1, 2000, filed with the SEC on May 5, 2000.
(b) PRO FORMA FINANCIAL INFORMATION
The pro forma financial information required to be filed
pursuant to Item 7(b) of Form 8-K was not available at the time of filing this
Current Report on Form 8-K and will be filed on a Form 8-K/A as soon as
practicable, but in no event later than 60 days after the date this Current
Report on Form 8-K is required to be filed.
(c) EXHIBITS
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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.
23 Consent of Independent Accountants,
PricewaterhouseCoopers LLP (for Hannaford).
99.1 Press Release, dated July 31, 2000.
99.2 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.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
DELHAIZE AMERICA, INC.
Dated: August 15, 2000 By: /s/ Michael R. Waller
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Michael R. Waller
Executive Vice President and
General Counsel
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION
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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.
23 Consent of Independent Accountants, PricewaterhouseCoopers LLP
(for Hannaford).
99.1 Press Release, dated July 31, 2000.
99.2 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.
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