SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1 TO
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of report: July 26, 1994
(Date of earliest event reported)
HANNAFORD BROS. CO.
(Exact name of registrant as specified in its charter)
Maine 1-7603 01-0085930
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File No.) Identification No.)
145 Pleasant Hill Road, Scarborough, Maine 04074
(Address of principal executive offices) (Zip Code)
Registrant's telephone number: (207) 883-2911
<PAGE>
This Amendment No. 1 relates to a Current Report on Form 8-K
filed on or around August 5, 1994 concerning an acquisition by the
Registrant of a chain of 20 supermarkets operating in North Carolina
and South Carolina under the trade name of Wison's Supermarkets.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of the Businesses Acquired.
Pursuant to Item 7 (a) (4) of Form 8-K, the Registrant is
filing the following additional financial statements for the
acquired business. These statements supplement those filed earlier
on Form 8-K and are incorporated by reference to Item 7 (b) of
this report, specifically pages F-2 and F-7.
Combined Balance Sheet of Boney Wilson & Sons, Inc. and Wilson
Brothers Partnership as of June 18, 1994.
Combined Statement of Earnings of Boney Wilson & Sons, Inc.
for the period January 1, 1994 to June 18, 1994.
(b) Pro Forma Financial Information.
Pursuant to Item 7 (a) (4) of Form 8-K, the Registrant is
filing the following pro forma financial information relating to
the acquired business.
The following statements are located at Pages F-2 through F-8 of
this report:
Pro Forma Condensed Balance Sheet as of July 2, 1994.
Notes to Pro Forma Balance Sheet.
Pro Forma Condensed Statement or Earnings for the year ended
January 1, 1994.
Notes to Pro Forma Statement or Earnings for the year ended
January 1, 1994.
Pro Forma Condensed Statement or Earnings for the six-months
ended July 2, 1994.
Notes to Pro Forma Statement or Earnings for the six-months
ended July 2, 1994.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this amendment to be signed on
its behalf by the undersigned, thereunto duly authorized.
HANNAFORD BROS. CO.
Date: September 30, 1994 By: s/Charles H. Crockett
Charles H. Crockett
Assistant Secretary
<PAGE>
HANNAFORD BROS. CO. & SUBSIDIARIES
PRO FORMA FINANCIAL STATEMENT INDEX
Description Page
Pro Forma Condensed Balance Sheet as of July 2, 1994 F-2
Notes to Pro Forma Balance Sheet F-4
Pro Forma Condensed Statement of Earnings for
the year ended January 1, 1994 F-5
Notes to Pro Forma Condensed Statement of Earnings
for the year ended January 1, 1994 F-6
Pro Forma Condensed Statement of Earnings for
the six-months ended July 2, 1994 F-7
Notes to Pro Forma Condensed Statement of Earnings
for the six months ended July 2, 1994 F-8<PAGE>
<TABLE>
HANNAFORD BROS. CO. AND SUBSIDIARIES
PRO FORMA CONDENSED BALANCE SHEET
The following pro forma condensed balance sheet combines the consolidated balance sheet for Hannaford Bros.
Co. and Subsidiaries as of July 2, 1994 and the combined balance sheet for Boney Wilson & Sons, Inc. and
Wilson Brothers Partnership (Boney Wilson & Sons, Inc. -- Combined Entities) as of June 18, 1994 after
giving effect to the adjustments described in Note A below.
This pro forma condensed balance should be read in conjunction with the financial statements and related
notes of Boney Wilson & Sons, Inc. --Combined Entities included elsewhere in this filing and Hannaford Bros.
Co. and Subsidiaries' Form 10-Q dated July 2, 1994.
<CAPTION>
Hannaford Bros. Wilson's
Co. as of as of Pro forma Combined
July 2, 1994 June 18, 1994 Adjustments Pro forma
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
<S>
<C> <C> <C> <C>
Current assets:
Cash $110,717,768 $ 3,999,187 $(112,454,504) (1) $ 2,262,451
Accounts receivable, net 15,944,189 19,285 1,137,546 (2) 17,101,020
Deposits 4,570,299 4,570,299
Inventory 119,415,586 7,422,428 1,438,575 (3) 128,276,589
Prepaid expenses 4,980,641 87,030 5,067,671
Deferred income taxes 7,350,000 7,350,000
Total current assets 258,408,184 16,098,229 164,628,030
Property, plant and
equipment, net 444,119,618 31,333,689 7,432,464 (4) 482,885,771
Leased property 53,529,590 1,272,486 54,802,076
Investment in financing leases 1,770,728 175,953 1,946,681
Other assets 50,578,189 543,668 66,537,454 (5) 117,659,311
Total assets $808,406,309 $ 49,424,025 $821,921,869
/TABLE
<PAGE>
<TABLE>
<CAPTION>
Hannaford Bros. Wilson's
Co. as of as of Pro forma Combined
July 2, 1994 June 18, 1994 Adjustments Pro forma
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
<S>
<C> <C> <C> <C>
Current liabilities:
Current maturities of long-
term debt $ 6,467,480 $ 101,511 900,000 (6) $ 7,468,991
Obligations under capital leases 1,318,729 15,895 1,334,624
Accounts payable-trade 74,903,093 3,311,788 78,214,881
Other accrued expenses 44,734,349 1,172,870 45,907,219
Income taxes 3,780,857 3,780,857
Total current liabilities 131,204,508 4,602,064 136,706,572
Deferred income tax liabilities 22,765,133 22,765,133
Other liabilities 20,156,977 1,145,602 (722,724)(7) 20,579,855
Long term debt 149,900,735 547,279 3,600,000 (6) 154,048,014
Obligations under capital leases 63,198,017 1,443,339 64,641,356
Common Stock 31,140,671 133,760 (64,127)(8)(9) 31,210,304
Additional paid-in capital 105,459,906 1,930,367 (8) 107,390,273
Preferred stock purchase rights 415,209 415,209
Retained earnings 284,165,153 40,553,949 (40,553,949)(1)(7)(9) 284,165,153
Partners' capital 998,032 (998,032)(9)
Total shareholders' equity 421,180,939 41,685,741 423,180,939
Total liabilities and
shareholders' equity $808,406,309 $ 49,424,025 $821,921,869
/TABLE
<PAGE>
NOTES TO PRO FORMA BALANCE SHEET
A. The adjustments to the pro forma balance sheet assume the acqui-
sition of Boney Wilson & sons, Inc.--Combined Entities by
Hannaford Bros. Co. was consummated on July 2, 1994.
The following adjustments have been provided in connection with the
acquisition pursuant to Accounting Principles Board Opinion Number 16:
1. Adjustment to number the cash payment in acquiring Boney Wilson
& Sons,. Inc.--Combined Entities of $112,401,788 and elimination
of Wilson's Brothers Partnership cash balance totalling $52,716
not acquired.
2. Adjustment to record certain receivables previously accounted for
on the cash basis by Boney Wilson & Sons,Inc.--Combined Entities.
3. Elimination of Boney Wilson & Sons, Inc.--Combined Entities'
LIFO reserve to adjust the inventory to fair market value.
4. Adjustment to reflect the cost of Boney Wilson & Sons, Inc.
--Combined Entities' fixed assets to their fair market value of
$38,766,153.
5. Adjustment for goodwill and similar assets.
6. Adjustment to record promissory note incurred to finance a
portion of the acquisition of Boney Wilson & Sons, Inc.--Com-
bined Entities of $4,500,000; the portion due within the next
twelve months is $900,000.
7. Elimination of a Boney Wilson & Sons, Inc.--Combined Entities'
deferred compensation plan not assumed by Hannaford Bros. Co.
8. Adjustments to reflect the issuance of Hannaford Bros. Co.
common stock totalling $2,000,000 in conjunction with the
purchase of Boney Wilson & Sons, Inc.-- Combined Entities.
9. Elimination of Boney Wilson & Sons, Inc.--combined Entities'
equity accounts.<PAGE>
<TABLE>
HANNAFORD BROS. CO. AND SUBSIDIARIES
PRO FORMA CONDENSED STATEMENT OF EARNINGS
The following pro forma condensed statement of earnings combines the consolidated statement of earnings for
Hannaford Bros. Co. and Subsidiaries for the year ended January 1, 1994 and the combined statement of
earnings for Boney Wilson and Sons, Inc.--Combined Entities for the year ended December 31, 1993 after
giving effect to the pro forma adjustments described in Note B below.
This pro forma condensed statement of earnings should be read in conjunction with the financial statements
and related notes of Boney Wilson & Sons, Inc. --Combined Entities included elsewhere in this filing and
Hannaford Bros. Co. and Subsidiaries' Form 10-K dated January 1, 1994. This statement does not purport to
be indicative of the results which actually would have occurred had the acquisition been made on or prior to
January 3, 1993.
<CAPTION>
Hannaford Bros. Wilson's
Co. for the for the
year ended year ended Pro forma Combined
January 1, 1994 December 31, 1993 Adjustments Pro forma
(Unaudited) (Unaudited)
<S>
<C> <C> <C> <C>
Net sales and other revenues $2,054,889,006 $187,851,502 $2,242,740,508
Expenses:
Cost of goods sold 1,543,931,999 150,048,755 35,796 (5) 1,694,016,550
Selling, general and admin-
istrative expenses 399,436,896 26,105,572 3,651,855 (1) (3) 429,194,323
Interest expense, net 19,336,831 (113,449) 4,237,282 (2) (3) 23,460,664
Total operating
expenses 1,962,705,726 176,040,878 2,146,671,537
Earnings before
income taxes 92,183,280 11,810,624 96,068,971
Income taxes 37,578,032 1,583,808 (4) 39,161,840
Earnings before
cumulative effect of
change in accounting
principle 54,605,248 11,810,624 56,907,131
Cumulative effect to January 3,
1993 of change in income tax
accounting 2,100,000 2,100,000
Net earnings $ 56,705,248 $ 11,810,624 $ 59,007.131
Per share of common stock:
Earnings before cumulative
effect of change in accounting
principle 1.33 1.38
Cumulative effect to January 3,
1993 of change in income tax
accounting .05 .05
Net earnings $1.38 $1.43
Weighted average number of shares
outstanding 41,049,000 41,141,844
/TABLE
<PAGE>
NOTES TO PRO FORMA STATEMENT OF EARNINGS
B. The adjustments to the pro forma statement of earnings assume
the acquisition of Boney Wilson & Sons, Inc.---Combined Entities
stores by Hannaford Bros. Co. was consummated on January 3, 1993.
The following adjustments have been provided in connection with the
acquisition pursuant to Accounting Principle Board Opinion
Number 16:
1. Elimination of the current year's deferred compensation of
$111,835 recorded Boney Wilson & Sons, Inc.--Combined Entities
which was not assumed by Hannaford Bros. Co.
2. Additional interest expense of $270,000 resulting from the
issuance of a promissory note at applicable rates and additional
interest expense of $33,219 resulting from imputation of
interest on non-compete agreements.
3. a. Additional amortization expense of $3,484,921 on goodwill
and similar assets. Goodwill and similar assets are being
amortized over periods ranging from 5 to 20 years.
b. Additional depreciation expense of $278,769 on equipment
purchased which is being depreciated over periods of 1.5
to 30 years.
c. Reduction of interest income of $3,934,063 resulting from
reduced investment balances at applicable rates.
4. Adjustment to income taxes for revised net income.
5. Elimination of the current year's LIFO charge recorded
by Boney Wilson & Sons, Inc.-- Combined Entities.<PAGE>
<TABLE>
HANNAFORD BROS. CO. AND SUBSIDIARIES
PRO FORMA CONDENSED STATEMENT OF EARNINGS
The following pro forma condensed statement of earnings combines the consolidated statement of earnings for
Hannaford Bros. Co. and Subsidiaries for the six months ended July 2, 1994 and the combined statement of
earnings for Boney Wilson & Sons, Inc.--Combined Entities for the period from January 1, 1994 to June 18,
1994 after giving effect to the pro forma adjustments described in Note C below.
This pro forma condensed statement of earnings should be read in conjunction with the financial statements
and related notes of Boney Wilson & Sons, Inc.--Combined Entities included elsewhere in this filing and
Hannaford Bros. Co. and subsidiaries' Form 10-Q dated July 2, 1994. This statement does not purport to be
indicative of the results which actually would have occurred had the acquisition been made on or prior to
January 2, 1994.
<CAPTION>
Hannaford
Bros. Co. Wilson's for the
for the six period from
months ended January 1, 1994 to Pro forma Combined
July 2, 1994 June 18, 1994 Adjustments Pro forma
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
Net sales and other revenues $1,057,293,871 $ 94,081,926 $1,151,375,797
Expenses:
Cost of goods sold 797,416,478 74,568,130 (7,012)(5) 871,977,596
Selling, general and admini-
strative expenses 205,485,629 14,072,849 1,819,560 (1) (3) 221,378,038
Interest expense, net 9,945,285 (15,830) 2,286,014 (2) (3) 12,215,469
Total operating
expenses 1,012,847,392 88,625,149 1,105,571,103
Earnings before
income taxes 44,446,479 5,456,777 45,804,694
Income taxes 17,978,783 549,404 (4) 18,528,187
Net earnings $ 26,467,696 $ 5,456,777 $ 27,276,507
Net earnings per
share of common stock $.64 $.66
Weighted average number of shares
outstanding 41,389,123 41,481,967
/TABLE
<PAGE>
NOTES TO PRO FORMA STATEMENT OF EARNINGS
C. The adjustments to the pro forma statement of earnings assume
the acquisition of Boney Wilson & Sons, Inc.---Combined Entities
stores by Hannaford Bros. Co. was consummated on January 2, 1994.
The following adjustments have been provided in connection with the
acquisition pursuant to Accounting Principle Board Opinion
Number 16:
1. Elimination of the current year's deferred compensation of
$51,714 recorded Boney Wilson & Sons, Inc.--Combined Entities
which was not assumed by Hannaford Bros. Co.
2. Additional interest expense of $135,000 resulting from the
issuance of a promissory note at applicable rates and additional
interest expense of $15,380 resulting from imputation of
interest on non-compete agreements.
3. a. Additional amortization expense of $1,731,888 on goodwill
and similar assets. Goodwill and similar assets are being
amortized over periods ranging from 5 to 20 years.
b. Additional depreciation expense of $139,386 on equipment
purchased which is being depreciated over periods of 1.5
to 30 years.
c. Reduction of interest income of $2,135,634 resulting from
reduced investment balances at applicable rates.
4. Adjustment to income taxes for revised net income.
5. Elimination of the current year's LIFO charge recorded
by Boney Wilson & Sons, Inc.-- Combined Entities.<PAGE>
