FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Mark one)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OF 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended July 2, 1994
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 1-7603
HANNAFORD BROS. CO.
(Exact name of Registrant as specified in its charter)
Maine 01-0085930
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
145 Pleasant Hill Road, Scarborough, Maine 04074
(Address of principal executive offices; Zip Code)
Registrant's telephone number, including area code: (207) 883-2911
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X . No .
As of July 27, 1994, there were 41,649,171 outstanding shares of Common
Stock, $.75 par value, the only authorized class of common stock of the
Registrant.<PAGE>
INDEX
PART I - FINANCIAL INFORMATION
Page No.
Item 1. Financial Statements
Consolidated Balance Sheets, July 2, 1994 and
January 1, 1994 3-4
Consolidated Statements of Earnings, Three Months
Ended July 2, 1994 and July 3, 1993 5
Consolidated Statements of Earnings, Six Months
Ended July 2, 1994 and July 3, 1993 6
Consolidated Statements of Cash Flows, Six Months
Ended July 2, 1994 and July 3, 1993 7-8
Notes and Schedules to Consolidated Financial
Statements 9-12
Item 2. Management's Discussion and Analysis of
Second Quarter 1994 Results 13-16
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders 17
Item 5. Other Information 18
Item 6. Exhibits and Reports on Form 8-K 18
Signatures 19
Exhibit 15 - Letter from Coopers & Lybrand
regarding Quarterly Review 20
Exhibit 23 - Letter from Coopers & Lybrand
regarding Form S-8 Consent 21<PAGE>
HANNAFORD BROS. CO. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
ASSETS
(Dollars in thousands)
(UNAUDITED)
July 2, January 1,
1994 1994
Current assets:
Cash and cash items $110,714 $ 77,496
Short-term investments 4 19,855
Accounts receivable, net 15,944 15,765
Inventories 119,415 129,934
Prepaid expenses 4,981 4,695
Deferred income taxes 7,350 7,920
Total current assets 258,408 255,665
Property, plant and equipment, net 444,120 437,606
Leased property under capital leases, net 53,529 50,070
Investment in financing leases 1,771 1,787
Other assets:
Notes receivable 500 2,395
Deferred charges, net 40,927 38,416
Computer software costs, net 8,454 8,790
Miscellaneous assets 697 626
Total other assets 50,578 50,227
$808,406 $795,355
See accompanying notes to consolidated financial statements.<PAGE>
HANNAFORD BROS. CO. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
LIABILITIES AND SHAREHOLDERS' EQUITY
(Dollars in thousands)
(UNAUDITED)
July 2, January 1,
1994 1994
Current liabilities:
Current maturities of long-term debt $ 6,467 $ 7,180
Obligations under capital leases 1,319 1,412
Accounts payable 74,903 79,679
Accrued payroll 17,047 17,323
Other accrued expenses 27,687 29,348
Income taxes 3,781 1,893
Total current liabilities 131,204 136,835
Deferred income tax liabilities 22,765 23,753
Other liabilities 20,157 20,618
Long-term debt 149,901 156,716
Obligations under capital leases 63,198 58,835
Redeemable preferred stock of a subsidiary,
par value $100 per share - 1,883
Shareholders' equity
Class A Serial Preferred stock, no par,
authorized 2,000,000 shares - -
Class B Serial Preferred stock,
par value $.01 per share,
authorized 28,000,000 shares - -
Common stock, par value $.75 per share:
Authorized 110,000,000 shares;
issued and outstanding 41,520,895
shares at July 2, 1994, and
41,210,774 shares at January 1, 1994 31,141 30,908
Additional paid-in capital 105,460 99,748
Preferred stock purchase rights 415 412
Retained earnings 284,165 265,647
Total shareholders' equity 421,181 396,715
$808,406 $795,355
See accompanying notes to consolidated financial statements.<PAGE>
HANNAFORD BROS. CO. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(Amounts in thousands except per share data)
(UNAUDITED)
THREE MONTHS ENDED
July 2, July 3,
1994 1993
Sales and other revenues $538,216 $517,974
Cost of sales 404,084 388,512
Gross margin 134,132 129,462
Selling, general and administrative expenses 103,089 100,520
Operating profit 31,043 28,942
Interest expense, net 5,210 4,849
Earnings before income taxes 25,833 24,093
Income taxes 10,424 9,607
Net earnings $ 15,409 $ 14,486
Per share of common stock:
Net earnings $ .37 $ .35
Cash dividends $ .095 $ .085
Weighted average number of common shares
outstanding (000's) 41,463 41,044
See accompanying notes to consolidated financial statements.
<PAGE>
HANNAFORD BROS. CO. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(Amounts in thousands except per share data)
(UNAUDITED)
SIX MONTHS ENDED
July 2, July 3,
1994 1993
Sales and other revenues $1,057,294 $1,008,539
Cost of sales 797,417 757,543
Gross margin 259,877 250,996
Selling, general and administrative expenses 205,485 200,633
Operating profit 54,392 50,363
Interest expense, net 9,945 9,833
Earnings before income taxes 44,447 40,530
Income taxes 17,979 16,275
Earnings before cumulative effect of change
in accounting principle 26,468 24,255
Cumulative effect to January 3, 1993 of
change in income tax accounting - 2,100
Net earnings $ 26,468 $ 26,355
Per share of common stock:
Earnings before cumulative effect of
change in accounting principle $ .64 $ .59
Cumulative effect to January 3, 1993 of
change in income tax accounting - .05
Net earnings $ .64 $ .64
Cash dividends $ .19 $ .17
Weighted average number of common shares
outstanding (000's) 41,389 40,951
See accompanying notes to consolidated financial statements.<PAGE>
HANNAFORD BROS. CO. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(UNAUDITED)
SIX MONTHS ENDED
July 2, July 3,
1994 1993
Cash flows from operating activities:
Net income $ 26,468 $ 26,355
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 29,198 27,657
Cumulative effect of accounting change -- (2,100)
Decrease in inventories 10,519 5,280
(Increase) Decrease in receivables
and prepayments 1,429 (4,352)
Decrease in accounts payable
and accrued expenses (7,174) (2,210)
Increase (Decrease) in income taxes payable 1,888 (4,170)
Minority interest -- --
Decrease in deferred taxes (418) (172)
Other operating activities (1,719) (1,115)
Net cash provided by operating
activities 60,191 45,173
Cash flows from investing activities:
Acquisition of property, plant and
equipment (31,629) (32,791)
Sale of property, plant and
equipment, net 1,431 759
Increase in deferred charges (4,415) (3,544)
Increase in computer software costs (1,252) (1,832)
(Increase) Decrease in short-term
investments 19,851 (6,980)
Net cash used in investing activities (16,014) (44,388)
Cash flows from financing activities:
Principal payments under capital
lease obligations (679) (674)
Issuance of common stock 5,944 5,884
Payments of long-term debt (8,278) (5,056)
Dividends paid (7,946) (7,094)
Net cash used for financing activities (10,959) (6,940)
Net Increase (Decrease) in cash and cash items 33,218 (6,155)
Cash and cash items at beginning of period 77,496 94,789
Cash and cash items at end of period $110,714 $ 88,634
See accompanying notes to consolidated financial statements.<PAGE>
HANNAFORD BROS. CO. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Supplemental disclosures of cash flow information
(Dollars in thousands)
(UNAUDITED)
SIX MONTHS ENDED
July 2, July 3,
Cash paid during the first half for: 1994 1993
Interest (net of amount capitalized,
$1,013 in 1994 and $877 in 1993) $11,496 $11,640
Income taxes $16,509 $20,616
Supplemental disclosure of non-cash investing and financing activity
Capital lease obligations of $5,383,000 were incurred
during the six month period ended July 2, 1994.
Disclosure of accounting policy
For the purposes of the Consolidated Statements of Cash Flows, the Company
considers all highly liquid debt instruments purchased with maturities of
three months or less to be cash items.<PAGE>
HANNAFORD BROS. CO. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
1. CONSOLIDATED FINANCIAL STATEMENTS
The consolidated financial statements included herein have been prepared by
the Company, without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain information and footnote
disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been
condensed or omitted pursuant to such rules and regulations, although the
Company believes that the disclosures are adequate to make the information
presented not misleading. In the opinion of management, the amounts shown
reflect all adjustments necessary to present fairly the financial position
and results of operations for the periods presented. All such adjustments
are of a normal recurring nature.
Earnings per share of common stock have been determined by dividing net
earnings available to common shareholders by the weighted average number of
shares of common stock outstanding. The assumed exercise of existing
employee stock options has been excluded since it does not result in any
material dilution. Net earnings available to common shareholders is equal
to net earnings reduced by preferred stock dividends of $27,000 for the
three months ended July 2, 1994, $56,000 for the three months ended July 3,
1993, $74,000 for the six months ended July 2, 1994 and $125,000 for the
six months ended July 3, 1993.
It is suggested that the financial statements be read in conjunction with
the financial statements and notes thereto included in the Company's latest
annual report.
2. ACQUISITION OF WILSON'S SUPERMARKETS
On July 26, 1994, the Company acquired Boney Wilson & Sons, Inc. (Wilson's)
and the majority of assets owned by Wilson Brothers Partnership, a
partnership which owned certain real estate, the majority of which was
leased to Wilson's and used in the ordinary course of business. Wilson's
operates 20 supermarkets in southeastern North Carolina and northeastern
South Carolina. The purchase also included sites for five additional
supermarkets, on three of which construction has already commenced, as well
as several shopping centers.
<PAGE>
HANNAFORD BROS. CO. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
The acquisition will be accounted for as a purchase and accordingly, the
assets acquired and liabilities assumed will be recorded at their estimated
fair values on the date of acquisition. The total cost of the
acquisition, including assumed liabilities and capital leases, is
approximately $127 million, which exceeds the preliminary estimated fair
value of the acquired net assets by approximately $68 million. The excess
will be recorded as goodwill and amortized on the straight line method over
20 years. Included within the assets acquired was approximately $4 million
of cash and $4.5 million of cash advances to certain wholesalers.
Preliminary proforma unaudited results of operations of the Company,
assuming the acquisition had occurred January 2, 1993, are as follows:
Unaudited
Six Months Ended
July 2 July 3
(In thousands except per share data) 1994 1993
Net sales $1,151,376 $1,094,303
Earnings before cumulative effect
of change in accounting principle $ 27,304 $ 24,655
Net earnings $ 27,304 $ 26,755
Per share of common stock:
Earnings before cumulative effect
of change in accounting principle $ .66 $ .60
Cumulative effect of change in
accounting principle $ -- $ .05
Net earnings $ .66 $ .65
The foregoing proforma data are not necessarily indicative of what would
have occurred had the acquisition been consummated at the beginning of each
six month period, nor of future operations of the combined companies.
3. CHANGE IN METHOD OF ACCOUNTING FOR INCOME TAXES
Effective January 3, 1993, the Company adopted STATEMENT OF FINANCIAL
ACCOUNTING STANDARDS (SFAS) NO. 109 - ACCOUNTING FOR INCOME TAXES (the
Statement). The Statement requires a liability method be used in
accounting for income taxes. Under this method, deferred tax assets and
liabilities are determined based on differences between financial reporting
<PAGE>
HANNAFORD BROS. CO. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
and tax bases of assets and liabilities and are measured using the enacted
tax rates and laws that will be in effect when the differences are expected
to reverse. Prior to the adoption of the Statement, income tax expense was
determined using the deferred method. Deferred tax expense was based on
items of income and expense reported in different years in the financial
statements and tax returns and were measured at the tax rate in effect in
the year the difference originated.
As permitted by the Statement, the Company has elected not to restate the
financial statements of any prior periods, the impact of which would not be
material. The cumulative effect of this change for periods prior to
January 3, 1993 is $2.1 million or $.05 per share and is shown separately
in the Consolidated Statement of Earnings for the six months ended July 3,
1993.
4. PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment consists of the following:
(in thousands)
(Unaudited)
July 2, January 1,
1994 1994
Land and improvements $ 55,787 $ 55,699
Buildings 185,197 175,894
Furniture, fixtures & equipment 269,949 252,474
Leasehold interests & improvements 155,376 145,595
Construction in progress 6,546 16,789
672,855 646,451
Less accumulated depreciation and
amortization 228,735 208,845
$444,120 $437,606
<PAGE>
HANNAFORD BROS. CO. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
5. LEASED PROPERTY
Leased property under capital leases consists of the following:
(in thousands)
(Unaudited)
July 2, January 1,
1994 1994
Real property $69,689 $65,151
Less accumulated amortization 16,160 15,081
$53,529 $50,070
6. LONG TERM DEBT
During the first half of 1994, the Company extinguished certain debt,
collateralized by real estate and equipment, held by insurance companies
and by an Industrial Development Agency, totalling $3,742,000. These loans
had terms ranging from 7 to 25 years and interest rates between 8.75% and
10.375%.
In addition, during the first half of 1994 the Company reduced its unused,
uncommitted short term lines of credit from $38 million with five banks to
$28 million with four banks. Of this amount, approximately $8 million is
reserved to support outstanding standby letters of credit which guarantee
payment of certain insurance claims and premiums.
7. REDEEMABLE PREFERRED STOCK OF A SUBSIDIARY
On April 21, 1994, the Company redeemed 18,834 shares of a Series B Voting
Preferred Stock of its subsidiary. The shares had a par value of $100 and
were redeemed at $108 per share, or a total of $2,034,000.
<PAGE>
HANNAFORD BROS. CO. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF SECOND QUARTER 1994 RESULTS
RESULTS OF OPERATIONS
Sales and other revenues rose 4.8% for the first half of 1994, to $1,057.3
million, an increase of $48.8 million over the first half of 1993. Retail
sales for supermarkets and drug stores increased $51.6 million or 5.4% to
$1,015.0 million, reflecting an increase of $6.5 million or 0.7% in sales
from supermarkets that were open in both periods presented ("comparable
store sales") and additional sales of $45.1 million from the net impact of
the remaining drug stores and new, expanded, and closed supermarkets.
Other sales and revenues, which include trucking, wholesale, real estate
and miscellaneous retail operations, decreased $2.8 million.
In the second quarter of 1994, sales and other revenues were $538.2
million, an increase of $20.2 million or 3.9% over those reported for the
same period of 1993. Retail sales increased $21.7 million or 4.4% to
$516.7 million. Comparable store sales decreased $2.5 million or 0.5%
while the net impact of the remaining drug stores and new, expanded, and
closed supermarkets resulted in additional sales of $24.2 million. Other
sales and revenues decreased $1.5 million during the quarter.
Second quarter comparable store sales increased 0.6% when adjusted for the
timing of Easter holiday sales which were reported in the first quarter
this year and the second quarter last year.
Gross margins decreased in the first half of 1994 to 24.6% of sales and
other revenues from 24.9% in the first half of 1993. For the second
quarter of 1994, gross margins were 24.9% versus 25.0% for the second
quarter of 1993. These decreases are a reflection of the competitive
pressures throughout the Company's marketing territories. The Company
continues to focus on maintaining a competitive pricing strategy in its
marketing areas by passing operating efficiencies on to the customer in the
form of lower prices.
Selling, general and administrative expenses decreased to 19.4% of sales
and other revenues in the first half of 1994 as compared to 19.9% in the
first half of 1993. This continues a significant downward trend that began
in 1992 when first half selling, general and administrative expenses were
20.3% of sales and other revenues. For the second quarter of 1994,
selling, general and administrative expenses were 19.2% of sales and other
revenues versus 19.4% for the second quarter of 1993. Payroll and payroll
related expenses, which exceeded 50% of total selling, general and
administrative expenses in all periods presented, decreased as a
<PAGE>
HANNAFORD BROS. CO. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF SECOND QUARTER 1994 RESULTS
percentage of sales and other revenues when comparing the first half of
1994 with the first half of 1993 and when comparing the second quarter of
1994 with the second quarter of 1993. This resulted from continuing cost
containment efforts as evidenced by specific programs that reduced salaries
and wages and employer related insurance costs when expressed as a
percentage of sales and other revenues.
Net earnings increased 0.4% in the first half of 1994 to $26.5 million or
2.5% of sales and other revenues, an increase of $0.1 million from 1993
first half earnings of $26.4 million or 2.6% of sales and other revenues.
During the first quarter of 1993, the Company adopted, as required, SFAS
NO. 109 - ACCOUNTING FOR INCOME TAXES (Note 3). The cumulative effect of
this adjustment, which increased earnings by $2.1 million or $.05 per
share, was reflected in the 1993 first half results. Excluding the change
in accounting, net earnings for the first half of 1994 increased 9.1% over
1993 first half results. Second quarter 1994 net earnings were $15.4
million or 2.9% of sales and other revenues as compared to $14.5 million or
2.8% of sales and other revenues in the second quarter of 1993. These
improvements reflect the impact of reduced selling, general and
administrative expenses expressed as a percentage of sales, offset by a
reduction in gross margins.
CAPITAL RESOURCES AND LIQUIDITY
The Company continues to be in a strong liquidity position at July 2, 1994.
The current ratio (FIFO basis) at July 2, 1994 was 2.08 while working
capital (FIFO basis) was $142.3 million, or 17.3% of total assets. On
January 1, 1994, the current ratio (FIFO basis) was 1.98 while working
capital (FIFO basis) was $133.6 million, or 16.8% of total assets. The
Company values the majority of its inventories using the LIFO method. The
current cost of inventories exceeded the LIFO valuation by approximately
$15.1 million on July 2, 1994 and $14.8 million at January 1, 1994. The
Company's liquidity position is stronger than indicated by stated working
capital and current ratios because of available unused lines of revolving
credit of $50 million and available unused lines of short-term credit of
$20 million on July 2, 1994. Cash and cash items increased $33.2 million
to $110.7 million at July 2, 1994 from $77.5 million at January 1, 1994.
This increase is primarily the result of an increase in cash provided by
operating activities combined with a decrease in cash used in investing
activities.
<PAGE>
HANNAFORD BROS. CO. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF SECOND QUARTER 1994 RESULTS
Cash provided by operating activities was $60.2 million in the first half
of 1994, an increase of $15.0 million over the $45.2 million provided in
the first half of 1993. This increase is due primarily to decreases in
inventories and notes receivable combined with an increase in income taxes
payable. These increases in cash provided by operating activities were
partially offset by a decrease in accounts payable.
Cash used in investing activities decreased $28.4 million during the first
half of 1994 to $16.0 million from $44.4 million in the first half of 1993.
This decrease is primarily the result of a decrease in short-term
investments as the Company shifted funds to highly liquid investments that
are classified as cash and cash items to be used to finance the
acquisition of Wilson's Supermarkets (Note 2).
Cash used in investing activities was $16.0 million in the first half of
1994. Total capital expenditures totalled $37.0 million during the period
and were composed of $31.6 million in acquisitions of property, plant and
equipment and $5.4 million in non-cash capital lease additions.In January
1994, the Company opened a new supermarket in Saratoga Springs, New York,
with approximately 48,000 square feet of retail selling space. In February
1994, the Company opened a new supermarket in Rotterdam, New York, with
approximately 47,000 square feet of retail selling space. In May 1994, the
Company opened a new supermarket in Bennington, Vermont, with approximately
38,000 square feet of retail selling space. In June 1994, the Company
opened two new supermarkets, one in Kingston, New York, with approximately
47,000 square feet of retail selling space and one in Oxford, Maine, with
approximately 38,000 square feet of retail selling space, which replaced
two smaller outdated facilities in the same marketing area. In addition,
during June 1993, the Company held a grand reopening for an expanded
supermarket in Rumford, Maine. During the next six months, the Company
expects to open four new supermarkets.
Excluding the acquisition of Wilson's Supermarkets (Note 2) and expansion
plans in the southeastern United States, the Company expects to spend in
the range of $70 million in 1994 for capital expenditures. This program,
which is subject to continuing change and review, is primarily comprised of
new supermarket construction and the expansion or relocation of currently
existing supermarkets. Net square footage of retail selling space is
expected to increase by approximately 10% by year-end 1994 as a result of
this program. The 1994 capital program is expected to be financed by cash
and cash items, internally generated funds, lines of credit and leases.<PAGE>
HANNAFORD BROS. CO. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF SECOND QUARTER 1994 RESULTS
Cash used for financing activities was $11.0 million in the first half of
1994 as compared to $6.9 million in the first half of 1993. The Company
continues to maintain a strong capital structure. Management believes that
maintaining such financial flexibility provides a significant competitive
advantage and allows the Company to be opportunistic in terms of
acquisitions and expansions.
ACQUISITION OF WILSON'S SUPERMARKETS
On July 26, 1994, the Company finalized the purchase of Wilson's
Supermarkets, a privately held company based in Wilmington, North Carolina,
for approximately $127 million (Note 2). The acquisition, which was
financed by cash and cash items, the Company's common stock and a
promissory note, will have no adverse impact on the Company's ability to
fund its other planned capital expenditures. The acquired supermarkets
will increase the Company's annual sales and other revenues by
approximately 10%. In addition to this acquisition, the Company is
negotiating options to control other supermarket sites in the same general
geographic region.
<PAGE>
PART II - OTHER INFORMATION
Item 4: Submission of Matters to a Vote of Security Holders
(a) The Annual Meeting of Shareholders was held on May 19, 1994.
(b) Proxies for the meeting were solicited under Regulation 14 of the
Securities Exchange Act of 1934 (as amended).
(c) The following issues were voted upon by shareholders. All issues were
approved as indicated below:
1. TO ELECT FOUR CLASS I DIRECTORS
WITHHOLD
AUTHORITY BROKER
FOR FOR TOTAL NON-VOTES
Bruce G. Allbright 36,382,293 94,697 36,476,990 0
William A. Andres 36,390,839 86,151 36,476,990 0
James W. Gogan 36,405,909 71,081 36,476,990 0
Claudine B. Malone 36,390,465 86,525 36,476,990 0
2. TO ELECT ONE CLASS II DIRECTOR
WITHHOLD
AUTHORITY BROKER
FOR FOR TOTAL NON-VOTES
Robert L. Strickland 36,383,936 93,054 36,476,990 0
3. TO RATIFY THE APPOINTMENT OF INDEPENDENT AUDITORS
BROKER
FOR AGAINST ABSTAIN NON-VOTES
TOTAL 36,371,626 34,878 70,486 0
(d) Not applicable
<PAGE>
Item 5: Other Information
A limited review was made of the results of the three-month and six-month
periods ended July 2, 1994, by Coopers & Lybrand.
Item 6: Exhibits and Reports on Form 8-K
(a) A letter from Coopers & Lybrand furnished pursuant to Regulation S-X
is filed as Exhibit 15.
A letter from Coopers & Lybrand regarding incorporation by reference
to certain Forms S-8 of the Registrant is filed as Exhibit 23.
(b) There were no reports on Form 8-K filed during the quarter ended July
2, 1994.
<PAGE>
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 thereunto duly authorized.
HANNAFORD BROS. CO.
Date August 8, 1994 s/Norman E. Brackett
Norman E. Brackett
Senior Vice President
(Chief Financial Officer)
Date August 8, 1994 s/Charles H. Crockett
Charles H. Crockett
Assistant Secretary
<PAGE>
Exhibit 15
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors
Hannaford Bros. Co.:
We have reviewed the accompanying consolidated balance sheet of Hannaford
Bros. Co. and subsidiaries as of July 2, 1994, and the related consolidated
statements of earnings and cash flows for the three-month and six-month
periods ended July 2, 1994 and July 3, 1993. These financial statements
are the responsibility of the Company's management.
We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures
to financial data and making inquiries of persons responsible for financial
and accounting matters. It is substantially less in scope than an audit
conducted in accordance with generally accepted auditing standards, the
objective of which is the expression of an opinion regarding the financial
statements taken as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that
should be made to the accompanying financial statements for them to be in
conformity with generally accepted accounting principles.
Portland, Maine s/Coopers & Lybrand
July 20, 1994, except as to
the information included in
Note 2, for which the date
is July 26, 1994
Exhibit 23
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
RE: Hannaford Bros. Co.
Registrations on Form S-8
We are aware that our report dated July 20, 1994, except as to the information
included in Note 2, for which the date is July 26, 1994, on our review of
interim financial information of Hannaford Bros. Co. and subsidiaries for the
three-month and six-month periods ended July 2, 1994 and included in the
Company's quarterly report on Form 10-Q for the quarter then ended is
incorporated by reference in the Registration Statements on Form S-8 (Numbers
2-77902, 2-77903, 2-98387, 33-1281, 33-22666, 33-31624 and 33-45273).
Pursuant to Rule 436(c) under the Securities Act of 1933, this report should
not be considered a part of the Registration Statements prepared or certified
by us within the meaning of Sections 7 and 11 of that Act.
Portland, Maine s/Coopers & Lybrand
August 8, 1994
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
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0
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