Registration No. 33-60119
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
HANNAFORD BROS.
(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)
HANNAFORD SOUTHEAST SAVINGS AND INVESTMENT PLAN
(Full title of plan)
Charles H. Crockett
145 Pleasant Hill Road
Scarborough, Maine 04074
(207) 883-2911
(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Offering Aggregate Amount of
to be Amount to be Price Per Offering Registra-
Registered Registered Share* Price* tion Fee
Common Stock, 500,000 shares $26.875 $13,437,500 $4,633.62
$.75 Par Value
*Estimated solely for purposes of calculating the registration fee in
accordance with Rule 457(h). Reflects the average of the high and low prices
reported for June 5, 1995.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Hannaford Bros. Co. ("Hannaford" or the "Company") and the Hannaford
Southeast Savings and Investment Plan (the "Plan") hereby incorporate by
reference into this Registration Statement the Company's Annual Report on Form
10-K for the year ended December 31, 1994; the Company's Quarterly Report on
Form 10-Q for the quarter ended April 1, 1995; the description of the
Company's Common Stock contained in the Registration Statement filed under
Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), including any amendment or report filed for the purpose of updating
such description; and all documents filed by the Company or the Plan pursuant
to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act prior to the
filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold.
Item 5. Interests of Named Experts and Counsel.
Verrill & Dana of Portland, Maine, is general counsel to the Company and
has given its opinion with regard to the validity of the Common Stock to which
this Registration Statement relates. Peter B. Webster, a partner in the firm,
serves as Clerk and an Assistant Secretary of the Company; Gregory S. Fryer,
a partner in the firm, also serves as an Assistant Secretary of the Company.
Members of the firm hold in the aggregate less than 1% of the Common Stock of
Hannaford.
Item 6. Indemnification of Directors and Officers.
Hannaford's bylaws provide for indemnification of directors and officers
of the Company for certain actions taken or omitted in good faith. In
general, the scope of such indemnity is as broad as is permitted by the Maine
Business Corporation Act. In addition, Hannaford carries liability insurance
relative to certain of these indemnifications. Insofar as indemnification for
liabilities arising under the Securities Act of 1933 may be permitted pursuant
to the foregoing provisions or otherwise, the Company has been advised that in
the opinion of the Securities and exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is therefore
unenforceable.
Pursuant to an amended and restated standstill agreement between
Hannaford and the Sobey Parties dated as of February 4, 1988, the Company has
agreed to indemnify the Sobey Parties against any claims which may arise from
execution and delivery of such agreement. The Sobey Parties presently own
approximately 25.6% of the Company's outstanding Common Stock.
<PAGE>
Item 8. Exhibits.
(a) The following exhibits are filed as part of this Registration
Statement:
4.1 Articles of Incorporation of the Registrant, as amended, is incorporated
by reference to Exhibit 3.1 to the Registrant's Annual Report on Form 10-K for
the fiscal year ended January 2, 1993 (SEC File No. 1-7603).
4.2 By-laws of the Registrant, as amended, is incorporated by reference to
Exhibit 3.2 to the Registrant's Annual Report on Form 10-K for the fiscal year
ended January 1, 1994 (SEC File No. 1-7603).
4.3 Rights Agreement dated of February 4, 1988 between the Registrant and The
First National Bank of Boston, as Rights Agent, is incorporated by reference
to Exhibit 2 to the Registrant's Current Report on Form 8-K, dated February
16, 1988 (SEC File No. 1-7603).
4.4 Appointment and Amendment Agreement dated September 22, 1992 to said
Rights Agreement, substituting Continental Stock Transfer & Trust Company as
Rights Agent, is incorporated by reference to Exhibit 4.3 to the Registrant's
Annual Report on Form 10-K for the fiscal year ended January 2, 1993 (SEC File
No. 1-7603).
4.5 Hannaford Southeast Savings and Investment Plan (previously
filed)<R/>.
5 Opinion, dated June 8, 1995, of Verrill & Dana, including the consent of
such counsel
(previously filed)<R/>.
15 Letter of Coopers & Lybrand dated June 7, 1995
(previously filed)<R/>.
23.1 Consent of Coopers & Lybrand
(filed herewith)<R/>.
23.2 Consent of Verrill & Dana (included in Exhibit 5).
(b) The Registrant undertakes to submit the Plan and any amendment
thereto to the Internal Revenue Service in a timely manner and has made or
will make all changes required by the IRS in order to qualify the Plan.
Item 9. Undertakings.
1. The undersigned Registrant hereby undertakes 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.
<PAGE>
2. The undersigned Registrant hereby undertakes that, for the purpose of
determining any liability under the Securities Act of 1933, each such post-
effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
3. The undersigned Registrant hereby undertakes 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. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's 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>
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 the Town of Scarborough, State of Maine, on June
30, 1995.
HANNAFORD BROS. CO.
/s/Hugh G. Farrington
Hugh G. Farrington
President
Chief Executive Officer
Director
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated above.
/s/James L. Moody, Jr. /s/Laurel Cutler
James L. Moody, Jr. Laurel Cutler
Chairman of the Board, Director
Director
/s/David F. Sobey /s/Blythe J. McGarvie
David F. Sobey Blythe J. McGarvie
Director Senior Vice President,
Chief Financial Officer
/s/Walter J. Salmon /s/Robert L. Strickland
Walter J. Salmon Robert L. Strickland
Director Director
/s/Hugh G. Farrington /s/Richard K. Lochridge
Hugh G. Farrington Richard K. Lochridge
President Director
Chief Executive Officer
Director
/s/Claudine B. Malone /s/Bruce D. Kay
Claudine B. Malone Bruce D. Kay
Director Vice President & Controller
/s/Robert D. Bolinder /s/William A. Andres
Robert D. Bolinder William A. Andres
Director Director
/s/Bruce G. Allbright /s/William T. End
Bruce G. Allbright William T. End
Director Director
/s/James W. Gogan
James W. Gogan
Director
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, the
Administrative Committee of the Plan has duly caused this Registration
Statement to be signed on behalf of the Plan by the undersigned, thereunto
duly authorized, in the Town of Scarborough, State of Maine, on June 30, 1995.
HANNAFORD SOUTHEAST SAVINGS
AND INVESTMENT PLAN
By: /s/Garrett D. Bowne, IV
Garrett D. Bowne, IV,
Member of Administrative Committee
By: /s/Andrew P. Geoghegan
Andrew P. Geoghegan
Member of Administrative Committee
By:
Karen L. Mank
Member of Administrative Committee
By: /s/Blythe J. McGarvie
Blythe J. McGarvie
Member of Administrative Committee
By: /s/Michael J. Strout
Michael J. Strout
Member of Administrative Committee
<PAGE>
HANNAFORD BROS. CO.
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
INDEX TO EXHIBITS
23.1 Consent of Coopers & Lybrand.
Exhibit 23.1
COOPERS & LYBRAND L.L.P.
P. O. Box 9741
Portland, ME 04104-5059
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion of this registration statement on Form S-8 of
our report dated January 23, 1995, on our audits of the consolidated
financial statements of Hannaford Bros. Co., which report is included in the
annual report on Form 10-K for the year ended December 31, 1994.
s/Coopers & Lybrand L.L.P.
Coopers & Lybrand L.L.P.
Portland, Maine
June 7, 1995
