<PAGE>
<PAGE>
As filed with the Securities and Exchange Commission on
December 4, 1995
Registration No. 33-
__________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
Registration Statements Under the Securities Act of 1933
GIANT FOOD INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation or Organization)
53-0073545
(I.R.S. Employer Identification No.)
6300 Sheriff Road
Landover, Maryland 20785
(Address of Principal Executive Office)
GIANT FOOD INC.
1989 NON-QUALIFIED STOCK OPTION PLAN
(Full Title of Plan)
Wayne K. Johnson, Esquire
Jorden Burt Berenson & Johnson LLP
1025 Thomas Jefferson Street, N.W.
Suite 400-E
Washington, D.C. 20007
(Name and Address of Agent for Service)
(202) 965-8100
(Telephone Number, Including Area Code, of Agent for
Service)
<TABLE>
<CAPTION>
Calculation of Registration Fee
<C> <C> <C> <C> <C>
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Unit/1/ Price Fee
Common 2,500,000 $33.625 $84,062,500 $28,987
Stock A shares
<PAGE>
<PAGE>
Non-Voting
</TABLE>
/1/ Pursuant to Rule 457 under the Securities Act of 1933,
this amount is calculated based upon the average of the high
and low prices reported on the American Stock Exchange on
November 29, 1995.
___________________
The registration statement shall hereafter become effective in
accordance with the provisions of Section 8(a) of the
Securities Act of 1933 and general instruction D to Form S-8.
Explanatory Note
The Form S-8 prospectus herein incorporates the
contents of an earlier Registration Statement on Form S-8
(File No. 33-33049). The purpose of this Form S-8
Registration Statement is to register an additional 2,500,000
shares which have been reserved for issuance under the Giant
Food Inc. 1989 Non-Qualified Stock Option Plan. A revised
reoffer prospectus, which is prepared in accordance with Part
I of Form S-3, is included herewith.
<PAGE>
<PAGE>
THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS
COVERING SECURITIES THAT HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED
GIANT FOOD INC.
5,000,000 Shares
COMMON STOCK A NON-VOTING
($1.00 par value)
______________________
The 5,000,000 shares of Non-Voting Common Stock A
("Common Stock") offered hereby will be sold by officers and
directors of the Company who may be deemed affiliates and
associates of the Giant Food Inc. (the "Company") acquired
upon the exercise of options granted under the Company's 1989
Non-Qualified Plan (the "Non-Qualified Plan" or "Plan"). Of
the aggregate 5,000,000 reserved for issuance under the Plan,
2,500,000 were previously registered in 1990. To date, the
total number of shares offered in this reoffer prospectus by
affiliates and associates is not ascertainable; however, it
shall not exceed 5,000,000 shares, unless the Plan is amended.
(See "Selling Stockholders").
Such shares will be sold in the regular way on the
American, Philadelphia or Pacific Stock Exchanges, at the
prices prevailing at the time of such sales, and the
commissions payable will be the regular commissions of brokers
for effecting such sales. The net proceeds to the Selling
Stockholders will be the proceeds received by them upon such
sales less such brokerage commissions.
The outstanding shares of Common Stock are listed on
the American, Philadelphia and Pacific Stock Exchanges. The
high and low price of the Company's Common Stock on the
American Stock Exchange on November 29, 1995 (as reported by
The Wall Street Journal), was $34 and $33.25, respectively.
______________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION, NOR HAS THE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The Date of this Prospectus is December 4, 1995
<PAGE>
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational reporting
requirements of the Securities Exchange Act of 1934 and in
accordance therewith files reports and other information with
the Securities and Exchange Commission. Information
concerning directors and executive officers, their
remuneration and options granted to them is disclosed in the
Company's Annual Report on Form 10-K and in certain
Registration Statements filed with the SEC. Reports, proxy
statements and other information pertaining to the Company can
be inspected at the public reference facilities maintained by
the SEC at 450 5th Street, N.W., Washington, D.C. 20549 and at
the SEC's regional office at Seven World Trade Center, 13th
Floor, New York, New York 10048 and 500 West Madison Street,
Chicago, Illinois 60604. Copies of such material can be
obtained at prescribed rates from the Public Reference Section
of the SEC, 450 5th Street, N.W., Washington D.C. 20549.
The Company has filed with the Commission a
registration statement on Form S-8 (herein together with all
amendments and exhibits, referred to as the "Registration
Statement") under the Securities Act of 1933, as amended (the
"Securities Act") with respect to the Common Stock being
offered pursuant to this Prospectus. This Prospectus does not
contain all the information set forth in the Registration
Statement, certain parts of which are omitted in accordance
with the rules and regulations of the Commission. The
Registration Statement may be inspected and copied at the
public reference facilities maintained by the Commission at
the addresses set forth in the preceding paragraph.
Statements contained herein concerning the provisions of any
document are not necessarily complete and, in each instance,
reference is made to the copy of such document filed as an
exhibit to the Registration Statement or otherwise filed with
the Commission. Each such statement is qualified in its
entirety by such reference.
The outstanding shares of Common Stock are listed on
the American, Philadelphia and Pacific Stock Exchanges, where
reports, proxy statements and other information concerning the
Company can be inspected.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents previously filed by the Company
with the Commission under the Exchange Act are incorporated by
reference: (i) the Company's Annual Report on Form 10-K for
the fiscal year ended February 25, 1995 and those portions of
the Company's Annual Report to Shareholders incorporated by
reference therein; (ii) all reports filed by the Company
<PAGE>
<PAGE>
pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934 since February 25, 1995; (iii) the Company's
Registration Statement on Form 10 under the Securities
Exchange Act of 1934 and all amendments thereto; and (iv) all
reports filed by the Company pursuant to Sections 13, 14 or
15(d) of the Securities Exchange Act of 1934 subsequent to the
date of this Prospectus. Copies of the foregoing documents
without exhibits (unless such exhibit is specifically
incorporated by reference herein) may be obtained without
charge upon written or oral request communicated to the Law
Department, c/o Giant Food Inc., 6300 Sheriff Road, Landover,
Maryland 20785 (Telephone 301/341-4100).
THE COMPANY
The Company, together with its subsidiaries, operate a
chain of supermarkets selling, at retail, food, pharmacy and
general merchandise in Washington, D.C., Maryland, Virginia
and Delaware. The Company's supermarkets are all self-service
and offer a full line of nationally advertised groceries,
meat, produce, dairy products, seafood, tobacco, flowers,
prepared foods and household and non-food items. The majority
of the Company's stores are located in shopping centers. The
Company also operates freestanding drug stores.
The Company's principal executive offices are located
at 6300 Sheriff Road, Landover, Maryland 20785, Telephone
(301) 341-4100.
SELLING STOCKHOLDERS
The table below sets forth the names and present
positions held by the present Selling Stockholders, all of
whose addresses are c/o Giant Food Inc., 6300 Sheriff Road,
Landover, Maryland 20785. Further information concerning the
Selling Stockholders, their remuneration, the number of shares
of the Company's Common Stock owned beneficially by them and
the number of options granted to them, is disclosed in the
Company's Annual Report on Form 10-K. The shares that the
Selling Stockholders may offer from time to time are shares
acquired or to be acquired by them upon the exercise-of-
options that have been or may in the future be granted to them
by the Company pursuant to its Non-Qualified Plan. While
approximately 1,541 persons hold options to purchase the
Company's Common Stock under the Company's Plan, the following
table lists only those persons holding options who may be
deemed to be (without necessarily admitting that they are)
"affiliates" or "associates" of the Company by reason of their
positions with the Company. In the event that additional
shares are issued pursuant to future stock splits or stock
dividends, the number of shares which may be acquired pursuant
to each option shall be increased proportionately. In the
<PAGE>
<PAGE>
future, additional persons not identified in the table below
may become Selling Stockholders. Under the Non-Qualified
Plan, not more than 5,000,000 shares (as may be adjusted for
future dividends or stock splits) can be optioned in the
aggregate to officers and key employees of the Company, unless
the Plan is amended.
<TABLE>
<CAPTION>
Name Present Position With The Company
_____ __________________________________
<S> <C>
Estate of Israel Cohen
Pete L. Manos President
David B Sykes Senior Vice-President-Finance, Secretary and
Treasurer
Alvin Dobbin Senior Vice-President-Operations
David N. Freedman Senior Vice President-Corporate Facilities
Roger D. Olson Senior Vice-President-Labor Relations &
Personnel
David W. Rutstein Senior Vice-President-General Counsel
Robert W. Schoening Senior Vice-President-Information Systems
Samuel E. Thurston Senior Vice-President-Distribution
Michael J. Bush Vice-President-Real Estate
Winston doCarmo Vice-President-Personnel
Russell B. Fair Vice President-Pharmacy Operations
James L. Frazetti Vice President-Food Store Operations
Terry A. Gans Vice-President-Advertising and Sales Promotion
George W. Hannis, Jr. Vice-President-Dairy, Deli, Meat and Seafood
Operations
M. Davis Herriman Vice-President-Grocery Operations
David A. Larson Vice-President-Manufacturing
Albert J. Lechert, Jr. Vice-President-Construction
Odonna Mathews Vice-President-Consumer Affairs
Stephen L. Oseroff Vice-President-Shopping Centers
M. David Richman Vice-President-Quality Assurance
Barry F. Scher Vice-President- Public Affairs
Anthony E. Dahm Controller
</TABLE>
At October 31, 1995 (except where otherwise indicated),
the shares that the Selling Stockholders own and that may be
offered from time to time and shares acquirable upon exercise
of options granted to them by the Company pursuant to its Non-
Qualified Plan are as follows.
<TABLE>
<CAPTION>
Acquirable
Shares Shares that Upon Exercise
Name of Stockholder Owned(1) May be Sold Options Owned
<PAGE>
<PAGE>
<S> <C> <C> <C>
Estate of
Israel Cohen(2) 2,806,769 -0- 107,500
Pete L. Manos 101,559 -0- 77,500
David B Sykes 234,356 -0- 62,500
Alvin Dobbin 132,669 -0- 38,500
David N. Freedman 113,265 -0- 38,500
Roger D. Olson 73,922 -0- 38,500
David W. Rutstein(2) 117,709 -0- 38,500
Robert W. Schoening 51,000 -0- 38,500
Samuel E. Thurston 101,860 -0- 38,500
Michael J. Bush 36,911 -0- 32,500
Winston doCarmo 48,491 -0- 32,500
Russell B. Fair 27,975 -0- 31,000
James L. Frazetti 25,021 1,800 10,800
Terry A. Gans 71,327 -0- 32,500
George W. Hannis, Jr. 66,775 -0- 32,500
M. Davis Herriman 62,855 -0- 32,500
David A. Larson 54,699 -0- 32,500
Albert J. Lechert, Jr. 52,548 -0- 32,500
Odonna Mathews 53,415 -0- 32,500
Stephen L. Oseroff 51,039 -0- 32,500
M. David Richman 63,189 -0- 32,500
Barry F. Scher 37,428 -0- 32,500
Anthony E. Dahm 8,265 -0- 8,700
</TABLE>
(1) Includes shares held of record and beneficially,
certain of which are held indirectly.
(2) Mr. David Rutstein and Ms. Lillian Cohen Solomon are
the personal representatives of the Estate of Israel
Cohen and, as such, may be deemed to have beneficial
ownership of the Estate's shares under the Federal
Securities Laws. Mr. Rutstein and Ms. Solomon disclaim
beneficial ownership of the Estate's shares.
PLAN OF DISTRIBUTION
The Selling Stockholders may from time to time offer
all or part of the shares acquired by them upon the exercise
of options granted or to be granted to them by the Company in
the regular way on the American, Philadelphia or Pacific Stock
Exchanges. The Company will pay all expenses of preparing and
reproducing this Prospectus, but will not receive any part of
the proceeds of the sale of any such shares. The Selling
Stockholders will pay the brokerage commissions charged to
sellers in connection with sales.
<PAGE>
<PAGE>
EXPERTS
The consolidated financial statements incorporated
herein by reference to the Annual Report on Form 10-K of Giant
Food Inc. for the year ended February 25, 1995 have been so
incorporated in reliance on the report of Price Waterhouse
LLP, independent accountants, given on the authority of said
firm as experts in auditing and accounting.
LEGAL OPINIONS
Legal matters in connection with the Common Stock
offered hereby are being passed upon by Jorden Burt Berenson &
Johnson LLP, 1025 Thomas Jefferson Street, N.W., Suite 400-E,
Washington, D.C. 20007.
INDEMNIFICATION
Pursuant to paragraph 47 of the Company's By-Laws,
every director or officer shall be indemnified for any
expenses reasonably incurred in connection with any action,
suit or proceeding unless found to be liable for negligence or
misconduct. Insofar as indemnification for liabilities
arising under the of 1933 Act may be permitted to directors,
officers or persons controlling the Company pursuant to the
foregoing provisions, the Company has been informed that in
the opinion of the SEC such indemnification is against public
policy as expressed in the 1933 Act and is therefore
unenforceable.
No dealer, salesman or any other person has been
authorized by the Company to give any information or to make
any representation other than those contained in this
Prospectus in connection with the offer contained in this
Prospectus. This Prospectus does not constitute an offering
of any securities other than the shares of the Company's
Common Stock specifically offered hereby nor of those shares
in any jurisdiction in which such offering may not lawfully be
made. Neither the delivery of this Prospectus nor any
exchange or sale made hereunder shall, under any
circumstances, create any implication that there has been no
change in the facts herein set forth since the date hereof.
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS
<S> <C>
Page
The Company . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Selling Stockholders . . . . . . . . . . . . . . . . . . . . . 1
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . 3
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Legal Opinions . . . . . . . . . . . . . . . . . . . . . . . . 3
Indemnification . . . . . . . . . . . . . . . . . . . . . . . . 4
</TABLE>
<PAGE>
<PAGE>
INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents previously filed by the Company
with the Commission under the Exchange Act are incorporated by
reference: (i) the Company's Annual Report on Form 10-K for
the fiscal year ended February 25, 1995 and those portions of
the Company's Annual Report to Shareholders incorporated by
reference therein; (ii) all reports filed by the Company
pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934 since February 25, 1995; (iii) the Company's
Registration Statement on Form 10 under the Securities
Exchange Act of 1934 and all amendments thereto; and (iv) all
reports filed by the Company pursuant to Sections 13, 14 or
15(d) of the Securities Exchange Act of 1934 subsequent to the
date of this Prospectus.
EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
______ __________________________________________________
4 Amended and Restated 1989 Non-Qualified Stock
Option Plan
5 Opinion of Jorden Burt Berenson & Johnson LLP
as to the legality of the securities being
registered, including consent.
23 Consent of Price Waterhouse LLP for financial
statements in the Form 10-K and Annual Report
for the fiscal year ended February 25, 1995.
UNDERTAKINGS
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 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.
(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
<PAGE>
<PAGE>
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.
(4) 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
(and, where applicable, each filing of an employee
benefit plans annual report pursuant to 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.
(5) 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 such
indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such
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 such 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 of whether such indemnification by it is
against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
<PAGE>
<PAGE>
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-8 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in Landover, Maryland, on the 30th day of
November, 1995.
GIANT FOOD INC.
By: /s/ Peter L. Manos
Peter L. Manos, President
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed below by the
following persons in the capacities and on the dates
indicated:
<TABLE>
<CAPTIONS>
Name Position Date
<S> <C> <C>
/s/ Peter L. Manos
Peter L. Manos Principal Executive Officer November 30, 1995
/s/ David B. Sykes*
David B. Sykes Senior Vice President-Finance,
Chief Financial Officer and
Principal Accounting Officer November 30, 1995
___________________
David Sainsbury Director November __, 1995
<PAGE>
<PAGE>
_____________________
Dino Adriano Director November __, 1995
/s/ Harry Beckner*
Harry Beckner Director November 30, 1995
/s/ Constance M. Unseld*
Constance M. Unseld Director November 30, 1995
/s/ Peter F. O'Malley*
Peter F. O'Malley Director November 30, 1995
</TABLE>
* A majority of Directors of the Company
<PAGE>
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
______ __________________________________________________
4 Amended and Restated 1989 Non-Qualified
Stock Option Plan
5 Opinion of Jorden Burt Berenson & Johnson LLP
as to the legality of the securities being
registered, including consent.
23 Consent of Price Waterhouse LLP for financial
statements in the Form 10-K and Annual Report
for
the fiscal year ended February 25, 1995.
<PAGE>
EXHIBIT 4
(Composite document reflecting amendments to November __, 1993)
GIANT FOOD INC.
1989 NON-QUALIFIED STOCK OPTION PLAN
1. Purpose of the Plan
This 1989 Non-Qualified Stock Option Plan, as amended
(hereinafter called the "Plan") for GIANT FOOD INC. (hereinafter
called the "Company") is intended to advance the interests of the
Company by providing officers and other key employees who have
substantial responsibility for the direction and management of
the Company with additional incentive for them to promote the
success of the business, to increase their proprietary interest
in the success of the Company, and to encourage them to remain in
its employ. The above aims will be effectuated through the
granting of certain non-qualified stock options.
2. Administration of the Plan
The Board of Directors (hereinafter called the "Board")
shall appoint a Stock Option Plan Committee (hereinafter called
the "Committee") which shall consist of not less than three (3)
members, at least one of whom shall be a Director of the Company.
Subject to the provisions of the Plan, the Committee shall have
plenary authority, in its discretion: (a) to determine the
employees of the Company and its subsidiaries to whom options
shall be granted; (b) to determine the time or times at which
options shall be granted; (c) to determine the option price of
the shares subject to each option, which price shall not be less
than the minimum specified in Section 5; (d) to determine the
<PAGE>
time or times when each option becomes exercisable and the
duration of the exercise period; and (e) to interpret the Plan
and to prescribe, amend, and rescind rules and regulations
relating to it. The Board may from time to time appoint members
of the Committee in substitution for members previously appointed
and may fill vacancies, however caused, in the Committee;
provided, however, that at all times at least one member shall be
a Director of the Company. The Committee shall select one of its
members as its Chairman and shall hold its meetings at such times
and places as it shall deem advisable. All action of the
Committee shall be taken by unanimous vote of its members. Any
action may be taken by a written instrument signed by all the
members of the Committee, and action so taken shall be fully as
effective as if it had been taken by a unanimous vote of the
members at a meeting duly called and held. The Committee may
appoint a secretary to keep minutes of its meetings and shall
make such rules and regulations for the conduct of its business
as it shall deem advisable.
3. Eligibility and Limitations on Options
Granted Under the Plan
Options will be granted only to persons who are employees of
the Company or a subsidiary corporation of the Company who agree,
in writing, to remain in the employ of, and render services to,
the Company or a subsidiary corporation of the Company for a
period of at least one (1) year from the date of the granting of
the option. The term "employees" shall include officers,
directors, executives, and supervisory personnel, as well as
2
<PAGE>
other employees of the Company. The term "subsidiary
corporation" shall, for the purposes of this Plan be defined in
the same manner as such term is defined in Section 425(f) of the
Internal Revenue Code of 1986.
4. Shares of Stock Subject to the Plan
There will be reserved for use upon the exercise of options
to be granted from time to time under the Plan (subject to the
provisions of Section 12) an aggregate of 5.0 million shares of
the Class A Non-Voting Common Stock of the par value of $1.00 per
share (hereinafter called the "Common Stock") of the Company,
which shares may be in whole or in part, as the Board of the
Company shall from time to time determine, authorized but
unissued shares of the Common stock or issued shares of the
Common Stock or issued shares of the Common Stock which shall
have been reacquired by the Company. Any shares subject to an
option under the Plan, which option for any reason expires or is
terminated unexercised as to such shares, may again be subjected
to an option under the Plan.
5. Option Price
The purchase price under each option issued shall be
determined by the Committee at the time the option is granted,
but in no event shall such purchase price be less than 100
percent of the fair market value of the Company's Common Stock on
the date of grant.
The term "fair market value" shall be defined as the average
of the highest and lowest market price of said Common Stock on
3
<PAGE>
the American Stock Exchange on the date of the grant of the
option, or, if there be no sales on such date, on the most recent
date upon which such stock was traded.
6. Dilution or Other Adjustment
In the event that additional shares of Common Stock are
issued pursuant to a stock split or a stock dividend, the number
of shares of Common Stock then covered by each outstanding option
granted hereunder shall be increased proportionately with no
increase in the total purchase price of the shares then so
covered, and the number of shares of Common Stock reserved for
the purposes of the Plan shall be increased by the same
proportion. In the event that the shares of Common Stock of the
Company from time to time issued and outstanding are reduced by a
combination of shares, the number of shares of Common Stock then
covered by each outstanding option granted hereunder shall be
reduced proportionately with no reduction in the total purchase
price of the shares then so covered, and the number of shares of
Common Stock reserved for the purposes of the Plan shall be
reduced by the same proportion. In the event that the Company
should transfer assets to another corporation and distribute the
stock of such other corporation without the surrender of Common
Stock of the Company, and if such distribution is not taxable as
a dividend and no gain or loss is recognized by reason of Section
355 of the Internal Revenue Code of 1986, or some similar
section, then the total purchase price of the shares then covered
by each outstanding option shall be reduced by an amount which
4
<PAGE>
bears the same ratio to the total purchase price then in effect
as the market value of the stock distributed in respect of a
share of the Common Stock of the Company, immediately following
the distribution, bears to the aggregate of the market value at
such time of a share of the Common Stock of the Company and the
stock distributed in respect thereof. All such adjustments shall
be made by the Committee, whose determination upon the same shall
be final and binding upon the optionees. No fractional shares
shall be issued, and any fractional shares resulting from the
computations pursuant to this Section 6 shall be eliminated from
the respective option. No adjustment shall be made for cash
dividends or the issuance to stockholders of rights to subscribe
for additional Common Stock or other securities.
7. Period of Option and Certain Limitations
on Right to Exercise
(a) All options issued under the Plan shall be for such
period as the Committee shall determine, but for not more than
ten (10) years from the date of grant thereof.
(b) The period of the option, once it is granted, may be
reduced only as provided for in Section 9 in connection with the
termination of employment, retirement or death of the optionee or
in Section 7(c) in the case of less than satisfactory
performance.
(c) Except as provided in Section 9(b), each option granted
under this Plan shall become exercisable only after the later of
(i) one (1) year from the date of grant of the option, or (ii)
the completion of two (2) years continued employment of the
5
<PAGE>
optionee with the Company or one of its subsidiary corporations
(including continuous service prior to the grant of the option).
For the first year following the date that an option first
becomes exercisable, it shall be exercisable only to the extent
of one-fifth of the total number of optioned shares. For the
second year following the date that an option first becomes
exercisable, it shall be exercisable only to the extent of two-
fifths of the total number of optioned shares. For the third
year following the date that an option first becomes exercisable,
it shall be exercisable only to the extent of three-fifths of the
total number of optioned shares. For the fourth year following
the date that an option first becomes exercisable, it shall be
exercisable only to the extent of four-fifths of the total number
of optioned shares. After the fourth year following the date
that an option first becomes exercisable, it shall, subject to
the other provisions of this Plan and the option agreement, be
exercisable in full. The foregoing limitations shall be
calculated, in the case of any resulting fraction, to the nearest
lower whole number of shares. In addition, notwithstanding the
foregoing, the Committee may, in its sole discretion, (i)
prescribe longer time periods and additional requirements with
respect to the exercise of an option and (ii) terminate in whole
or in part such portion of any option as has not yet become
exercisable at the time of termination if it determines that the
optionee is not performing satisfactorily the duties to which he
was assigned on the date the option was granted or duties of at
6
<PAGE>
least equal responsibility. No option may be exercised unless
the optionee is at the time of such exercise in the employ of the
Company or of a subsidiary corporation of the Company and shall
have been continuously so employed since the grant of his option.
Absence or leave approved by the management of the Company or
disability of the optionee shall not be considered an
interruption of employment for any purpose under the Plan. The
term "disability" shall, for the purposes of this Plan, be
defined in the same manner as such term is defined in Section
105(d)(4) of the Internal Revenue Code of 1986.
(d) In no event may an option be exercised after the
expiration of its term.
(e) No optionee or his legal representative, legatees, or
distributees, as the case may be, will be deemed to be, a holder
of any share subject to an option unless and until certificates
for such shares are issued to him or them under the terms of the
Plan. No adjustment shall be made for dividends or other rights
for which the record date is prior to the date such stock
certificate is issued. The exercise of any option shall be
contingent upon receipt by the Company of cash or bank check to
its order, shares of the Company's Class A Common Stock, or any
combination of the foregoing in an amount equal to the full
option price of the shares being purchased. For purposes of this
paragraph, shares of the Company's Class A Common Stock that are
delivered in payment of the option price shall be valued at their
fair market value determined under the method set forth in
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Section 5 of this plan applied as of the date of the exercise of
the option. Exercise of an option in any manner shall result in
a decrease in the number of shares of Common Stock which
thereafter may be available under the Plan by the number of
shares as to which the option is exercised.
(f) Because the amount of income realized by an optionee on
the exercise of an option under the Plan represents compensation
for services provided by an employee, the Company is required to
withhold income taxes from this income even though the
compensation will not be paid in cash. Because no cash payment
will be made to an employee in connection with the exercise of an
option, the Company will (i) reduce the amount of the stock
issued to reflect the necessary withholding, (ii) withhold the
appropriate tax from other compensation due to the optionee, or
(iii) condition the transfer of any stock to the optionee on the
payment to the Company of an amount equal to the taxes required
to be withheld.
8. Assignability
No option granted under this Plan shall be transferrable in
any manner other than by will or the laws of descent and
distribution and shall be exercisable, during his lifetime, only
by the employee to whom the option is granted. Except as
permitted by the preceding sentence, each option granted under
the Plan and the rights and privileges thereby conferred shall
not be transferred, assigned, pledged, or hypothecated in any way
(whether by operation of law or otherwise), and shall not be
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subject to execution, attachment, or similar process. Upon any
attempt to so transfer, assign, pledge, hypothecate, or otherwise
dispose of the option, or of any right or privilege conferred
thereby, contrary to the provisions hereof, or upon the levy of
any attachment or similar process upon such option, rights and
privileges, the option and such rights and privileges shall
immediately become null and void.
9. Effect of Termination of Employment,
Retirement or Death
(a) If any optionee holding any options under this Plan is
discharged for cause at any time, then all options held by such
optionee shall be cancelled as of the date of the discharge.
(b) If the employment of an optionee holding any options
under this Plan is terminated by the retirement of such optionee,
and such optionee is entitled to benefits under the Giant Food
Inc. Retirement Plan and has rendered services to the Company or
a subsidiary of the Company for a period of 25 years or more
(such optionee being referred to hereinafter as an "Eligible
Retiree"), then the following rules shall apply to the exercise
of options granted under this Plan to such Eligible Retiree:
(1) If the Eligible Retiree retires at age fifty-five (55)
to age sixty-one (61), then, if any options or portions
thereof are otherwise exercisable as of the date of
retirement under all the terms of the Plan, including
the waiting period restrictions set forth in Section
7(c), the Eligible Retiree shall be permitted to
exercise such options to the extent of twice the
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portion of the options which are otherwise exercisable
as of the date of retirement, up to and including the
total number of optioned shares specified in such
options, for a period of ninety (90) days from the date
of retirement. The death of the Eligible Retiree
during said ninety (90) day period shall not alter the
rights of said optionee under this Section 9(b)(1).
(2) If the Eligible Retiree retires at age sixty-two (62)
or older, then, if any options or portions thereof are
otherwise exercisable as of the date of retirement
under all the terms of the Plan, including the waiting
period restrictions set forth in Section 7(c), the
Eligible Retiree shall be permitted to exercise such
options to the extent of the total number of optioned
shares specified in such options for a period of ninety
(90) days from the date of retirement. The death of
the Eligible Retiree within said ninety (90) day period
shall not alter the rights of said optionee under this
Section 9(b)(2).
(c) If the employment of an optionee holding any options
under this Plan is terminated by the death of such
optionee, then to the extent that such options or
portions thereof are otherwise exercisable as of the
date of death under all of the terms of the Plan,
including the waiting period restrictions set forth in
Section 7(c), the personal representative of the
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deceased optionee shall be permitted to exercise such
options or portions thereof for a period of nine (9)
months following the death. Thereafter, all remaining
options of the deceased optionee shall be cancelled.
If the employment of an optionee holding any
options under this Plan is terminated by the death of
such optionee but such optionee would be an Eligible
Retiree if the optionee had retired on the date of the
death, then, to the extent that such options would be
exercisable under Section 9(b), the personal
representative of the deceased optionee shall be
permitted to exercise such options for a period of nine
(9) months following the death. Thereafter, all
remaining options of the deceased optionee shall be
cancelled.
(d) If the employment of an optionee holding options under
this Plan is terminated for any reason other than the
optionee's discharge for cause, retirement as an
Eligible Retiree or death, then, to the extent that
such options or portions thereof are otherwise
exercisable as of the date of the termination of
employment under all of the terms of the Plan,
including the waiting period restrictions set forth in
Section 7(c), the optionee shall be permitted to
exercise such options or portions thereof for a period
of thirty (30) days following the termination of
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employment. Thereafter, all remaining options of such
optionee shall be cancelled.
10. Listing and Registration of Shares
Each option shall be subject to the requirement that if at
any time the Committee shall determine, in its discretion, that
the listing, registration, or qualification of the shares covered
thereby upon any securities exchange or under any state or
federal law or the consent or approval of any governmental
regulatory body, is necessary or desirable as a condition of, or
in connection with, the granting of such option or the issue or
purchase of shares thereunder, such option may not be exercised
in whole or in part unless and until such listing, registration,
qualification, consent, or approval shall have been effected free
of any conditions not acceptable to the Committee.
11. Expiration and Termination of the Plan
Options may be granted under the Plan at any time or from
time to time as long as the total number of shares optioned or
purchased under this Plan does not exceed 5.0 million shares of
Common Stock. The Plan may be abandoned or terminated at any
time by the Board of Directors of the Company except with respect
to any options then outstanding under the Plan. No option shall
be granted pursuant to the Plan after ten (10) years from the
effective date of the Plan.
12. Amendment of Plan
The Board of Directors may at any time and from time to time
modify and amend the Plan (including such form of option
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agreement) in any respect; provided, however, that no such
amendment shall (i) materially increase the benefits accruing to
participants under the plan, (ii) materially increase the number
of securities which may be issued under the plan, or (iii)
materially modify the requirements as to eligibility for
participation in the plan without the approval by a majority of
the Class AC Common Stock and by a majority of the Class AL
Common Stock. The termination or any modification or amendment
of the Plan shall not, without the consent of an employee, affect
his rights under an option theretofore granted to him.
13. Applicability of Plan to Outstanding Stock Options
This Plan shall not affect the terms and conditions of any
restricted stock options or qualified stock options heretofore
granted to any employee of the Company under any other plan
relating to restricted or qualified stock options; nor shall it
affect any of the rights of any employee to whom such a
restricted stock option or qualified stock option was granted.
14. Effective Date of Plan
This Plan shall become effective on the date of its adoption
by the Board of Directors of the Company.
13
Exhibit 5
December 4, 1995
Giant Food Inc.
6300 Sheriff Road
Landover, Maryland 20785
Re: Registration Statement on Form S-8 Giant Food Inc.
1989 Non-Qualified Stock Option Plan
Dear Sirs:
We have acted as counsel to Giant Food Inc., a Delaware corporation (the
"Company"), in connection with the registration under the Securities Act of
1933, as amended (the "Act"), of up to 2,500,000 shares of the Company's
common stock, $1.00 par value (the "Shares"). In reaching the conclusions
expressed in this opinion, we have examined and relied upon, among other
things, the Registration Statement, including the exhibits thereto and the
documents incorporated therein by reference, and the corporate records and
other documents of the Company. We have also made such further examinations
and inquiries as we have deemed necessary to enable us to express the opinions
set forth herein.
Based upon and subject to the foregoing, we are of the opinion that the
Shares, when issued and sold as contemplated in the Registration Statement,
will constitute legally issued, fully paid and nonassessable capital stock of
the Company.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the references to us under the headings "Legal
Opinions" and in the Prospectus.
Very truly yours,
/s/ Jorden Burt Berenson & Johnson LLP
JORDEN BURT BERENSON & JOHNSON LLP
Exhibit 23
[Price Waterhouse LLP]
Consent of Independent Accountants
__________________________________
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated March 27,
1995 appearing on page 16 of Giant Food Inc.'s Annual Report on
Form 10-K for the year ended February 25, 1995. We also consent
to the incorproation by reference of our report on the Financial
Statement Schedule which appears on page 58 of such Annual Report
on Form 10-K. We also consent to the references to us under the
heading "Experts" in page 3 of this re-offer prospectus.
/s/ Signature
PRICE WATERHOUSE LLP
Washington, D.C.
December 4, 1995
