Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 BROS. CO. 1988 STOCK 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, 1,400,000 shares $28.25 $39,550,000 $13,637.93
$.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 26, 1995.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Hannaford Bros. Co. ("Hannaford" or the "Company") hereby incorporates
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; and 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. There shall be deemed to be incorporated herein
by reference, from the date of filing thereof, all documents filed by the
Company 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.
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 Bros. Co. 1988 Stock Plan, as amended.
5 Opinion, dated June 27, 1995, of Verrill & Dana, including the consent
of such counsel.
15 Letter of Coopers & Lybrand dated June 27, 1995.
23.1 Consent of Coopers & Lybrand.
23.2 Consent of Verrill & Dana (included in Exhibit 5).
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.
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.
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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 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 27, 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 as of 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, Chief Executive Director
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>
HANNAFORD BROS. CO.
FORM S-8
INDEX TO EXHIBITS
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 Bros. Co. 1988 Stock Plan, as amended.
5 Opinion, dated June 27, 1995, of Verrill & Dana, including the consent
of such counsel.
15 Letter of Coopers & Lybrand dated June 27, 1995.
23.1 Consent of Coopers & Lybrand.
23.2 Consent of Verrill & Dana (included in Exhibit 5).
Exhibit 4.5
HANNAFORD BROS. CO.
1988 STOCK PLAN
The Hannaford Bros. Co. 1988 Stock Plan, as adopted by the Board of
Directors on February 4, 1988, approved by shareholders on May 25, 1988, and
amended on five occasions thereafter, is hereby amended and restated
effective February 6, 1995, subject to shareholder approval.
1. PURPOSE. The purpose of this Plan is to provide certain key
employees of Hannaford Bros. Co. and its Subsidiaries with additional
incentives to contribute to the success of the Corporation and to attract,
reward and retain key employees of outstanding ability.
2. DEFINITIONS. As used in this Plan, the following words and
phrases wherever capitalized shall have the following meanings unless the
context clearly indicates that a different meaning is intended:
(a) "Award" shall mean any Option, Stock Appreciation Right,
Restricted Stock or Stock Unit granted pursuant to the Plan.
(b) "Award Agreement" shall mean a written instrument that
specifies the terms, conditions and restrictions of an Award and
incorporates the applicable provisions of the Plan and such additional
provisions not inconsistent therewith as the Committee shall
determine.
(c) "Board" shall mean the Board of Directors of the
Corporation.
(d) "Code" shall mean the Internal Revenue Code of 1986, as
from time to time amended.
(e) "Committee" shall mean the committee appointed pursuant to
Section 3 which shall have the authority to control and manage the
administration of the Plan.
(f) "Common Stock" shall mean common stock, par value, $.75
per share, of the Corporation.
(g) "Corporation" shall mean Hannaford Bros. Co.
(h) "Disability" shall mean an Employee's inability to engage
in any substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to
result in death or which has lasted or can be expected to last for a
continuous period of not less than twelve (12) months. An Employee
shall not be considered disabled unless he or she furnishes proof of
the existence of such Disability in such form and manner, and at such
times, as the Committee may require.
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(i) "Employee" shall mean any person who is employed by the
Corporation or any Subsidiary and who is (i) an officer of the
Corporation or of any Subsidiary, (ii) responsible for the general
management of a division or department of the Corporation, a
Subsidiary, or a major portion of the consolidated operations of the
Corporation, or (iii) any other key employee of the Corporation or any
subsidiary.
(j) "Fair Market Value" shall mean, with respect to Shares,
the closing price of such Shares as reported on the New York Stock
Exchange, and with respect to other property, the market value of such
property as determined by the Committee; provided, however, that the
Fair Market Value of the Shares to be issued under any Incentive Stock
Option shall be determined by the Committee in accordance with the
applicable requirements of subsections 422(b)(4) and (c)(7) of the
Code and the regulations issued thereunder.
(k) "Incentive Stock Option" shall mean an option granted to
an individual for any reason connected with his or her employment by a
corporation, if granted by the employer corporation or its parent or
subsidiary corporation, to purchase stock of any of such corporations,
but only if such option meets the requirements of Section 422 of the
Code.
(l) "Nonqualified Stock Option" shall mean an Option granted
under the Plan that is not an Incentive Stock Option.
(m) "Option" shall mean a right granted under the Plan to
purchase Shares.
(n) "Optionee" shall mean an Employee who is granted an
Option.
(o) "Parent" shall mean, for purposes of the Incentive Stock
Option provisions of the Plan, a parent corporation within the meaning
of subsections 424(e) and (g) of the Code.
(p) "Plan" shall mean the Hannaford Bros. Co. 1988 Stock Plan.
(q) "Restricted Stock" shall mean any Share granted pursuant
to Section 9.
(r) "Share" shall mean a share of Common Stock of the
Corporation, as adjusted in accordance with subsection 4.
(s) "Stock Appreciation Right" shall mean a right granted
under Section 8 to receive a payment, the amount of which shall be
determined by reference to the value of a Share.
(t) "Stock Unit" shall mean a right granted under Section 10
to receive a Share or a cash amount equal to the Fair Market Value of
a Share.
<PAGE>
(u) "Subsidiary" shall mean, for purposes of the Incentive
Stock Option provisions of the Plan, a subsidiary corporation within
the meaning of subsections 424(f) and (g) of the Code, and for all
other purposes of the Plan, a corporation of which Hannaford Bros. Co.
owns directly or indirectly at least fifty percent (50%) of the total
combined voting power of all classes of stock entitled to vote.
3. ADMINISTRATION.
(a) COMMITTEE MEMBERS. The Plan shall be administered by the
members of the Human Resources Committee of the Board who are not
employees of the Corporation or any Subsidiary. A majority of the
members of the Committee shall constitute a quorum and the action of a
majority of the members present at any meeting at which a quorum is
present shall be deemed the action of the Committee. Any member may
participate in a meeting of the Committee by means of a conference
telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other. Further,
any action of the Committee may be taken without a meeting if all of
the members of the Committee sign written consents, setting forth the
action taken or to be taken, at any time before or after the intended
effective date of such action.
(b) POWERS. The Committee shall have the authority to
administer the Plan, including the following powers which shall be
exercised in accordance with the terms of the Plan:
(i) to determine the Employees to whom Awards shall be
granted;
(ii) to determine the time or times at which Awards
shall be granted;
(iii) to determine the type or types of Awards to be
granted;
(iv) to determine the terms, conditions and
restrictions of each Award;
(v) to make adjustments in accordance with subsection
4(b);
(vi) to prescribe, amend and rescind rules and
regulations relating to the Plan.
(vii) to interpret the Plan and make all other
determinations deemed necessary or advisable for the
administration of the Plan.
(c) SIGNATURES. The Committee may authorize any member
thereof to execute all instruments required in the administration of
the Plan, and such instruments may be executed by facsimile signature.
<PAGE>
4. STOCK SUBJECT TO THE PLAN.
(a) LIMITATIONS. Subject to the provisions of subsection (2),
the maximum number of Shares available for grant under the Plan in
each calendar year shall be one and one-quarter percent (1.25%) of the
total outstanding Shares as of the first day of such year, provided
that the maximum aggregate number of Shares which may be issued under
the Plan pursuant to Incentive Stock Options shall, effective February
6, 1995, be equal to the sum of the following:
(i) the Three Hundred Fifty Thousand (350,000) Shares
authorized when the Plan was first approved by shareholders, as
such number was thereafter adjusted in accordance with this
Section 4; and
(ii) one million four hundred thousand (1,400,000)
Shares.
In the event that any Shares subject to an Award are forfeited,
such Shares shall, unless the Plan has been terminated, become
available again for grant and shall not be counted again for purposes
of the foregoing share limitation. In the event that any Option
granted under the Plan expires or terminates without the issuance of
Shares or payment of other consideration in lieu of such Shares, the
unissued Shares subject to such Option shall, unless the Plan has been
terminated, become available for other Awards, including other
Options.
In the event that an Employee transfers stock issued by the
Corporation in full or partial payment of the option price of an
Option granted under the Plan, only the difference between (i) the
number of Shares issued upon exercise of the Option and (ii) the
number of Shares transferred in payment of the option price shall be
counted for purposes of the foregoing limitation on the maximum number
of Shares available for grant under the Plan. Notwithstanding the
foregoing, the total number of Shares issued pursuant to the exercise
of an Incentive Stock Option shall be counted for purposes of the
foregoing special limitation on Shares issued pursuant to Incentive
Stock Options.
(b) ADJUSTMENTS. If the number of Shares outstanding changes
as a result of a stock split or stock dividend, the Committee shall
proportionately adjust: (i) the maximum number of Shares available
for grant and the maximum aggregate number of shares which may be
issued under Incentive Stock Options; (ii) the number of Shares to be
issued under Awards; (iii) the option price with respect to Shares
subject to Options; and (iv) the grant price with respect to Stock
Appreciation Rights.
In the event of a merger or consolidation in which the
Corporation is the surviving corporation, or the acquisition by the
Corporation of property or stock of another corporation, or any
<PAGE>
reorganization, the Committee shall appropriately adjust: (i) the
number and class of Shares to be issued under Awards; (ii) the option
price of Shares subject to Options; and the grant price with respect
to Stock Appreciation Rights. Any adjustments under this subsection
(b) affecting Incentive Stock Options shall be made so as to comply
with the applicable provisions of Sections 422 and 424 of the Code.
Except as otherwise provided herein, a merger or consolidation
in which the Corporation is not the surviving corporation shall
terminate all Awards, provided that each Employee shall have the right
to exercise outstanding Options and Stock Appreciation Rights
immediately prior to the effective date of such merger or
consolidation, but only to the extent that such Options and such
rights are then exercisable, and further provided that Shares of
Restricted Stock and Stock Units that have vested prior to or
coincident with such merger or consolidation shall be unaffected by
the termination of such Award.
Any Shares issued hereunder may consist, in whole or in part, of
authorized and unissued Shares or treasury Shares.
5. ELIGIBILITY.
The Committee may, from time to time, designate Employees to whom
Options, Stock Appreciation Rights, Shares of Restricted Stock or Stock
Units may be granted in accordance with the terms of the Plan.
6. GRANTING OF AWARDS.
The Committee may grant more than one Award and more than one type of
Award to any Employee; provided that no Incentive Stock Option shall be
granted to any Employee who, at the time the Option is granted, owns stock
possessing more than ten percent (10%) of the total combined voting power of
all classes of stock of the Corporation or a Parent or any Subsidiary. For
purposes of applying the percentage limitation of the preceding sentence,
the ownership principles of subsection 424(d) of the Code shall apply. An
Employee who has been granted an Award may, if he or she is otherwise
eligible, be granted additional Awards before (a) in the case of Options and
Stock Appreciation Rights, the exercising of such prior Award, or (b) in the
case of Restricted Stock or Stock Units, the expiration of the restriction
period with respect to such prior Award.
In no event may any Employee be granted Awards of Options, Stock
Appreciation Rights or Stock Units with respect to more than one hundred
eighty thousand (180,000) Shares during the remaining term of the Plan,
subject to adjustment as provided in Section 4. The Committee may condition
the grant of an Award and the exercise of an Option or Stock Appreciation
Right on the attainment of performance goals. Performance goals may be
expressed in terms of earnings per Share, stock price, total shareholder
return, return on equity, or any similar quantifiable measures.
<PAGE>
7. OPTIONS.
(a) OPTION AGREEMENT. Each Option granted by the Committee
shall be evidenced by an Award Agreement ("Option Agreement"),
specifying the Option price, the number of Shares subject to the
Option and such other terms, conditions and restrictions as the
Committee shall determine. In addition, each Option shall be clearly
identified as either an Incentive Stock Option or a Nonqualified Stock
Option.
(b) TERM OF OPTION. The term of each Option shall be set
forth in the Option Agreement, but in no event shall an Incentive
Stock Option be exercisable after the expiration of ten (10) years
from the date such Option is granted.
(c) OPTION PRICE. The option price for Shares to be issued
under any Option shall not be less than one hundred percent (100%) of
the Fair Market Value of such Shares on the date the Option is
granted.
(d) NONTRANSFERABILITY OF OPTIONS. Options may not be sold,
pledged, assigned, hypothecated, transferred or disposed of in any
manner, other than by will or by the laws of descent and distribution,
and may be exercised during the lifetime of the Optionee only by such
Optionee. Notwithstanding the preceding sentence to the contrary, the
Committee may permit the transfer of Nonqualified Stock Options to
family members or family trusts (and exercise by the transferee) to
the extent Rule 16b-3 under the Securities Exchange Act of 1934
permits such transfers.
(e) MANNER OF EXERCISE. An Option granted under the Plan
shall be exercisable at such times and under such circumstances as
shall be permissible under the terms of the Plan and of the Option
Agreement. An Option shall be deemed to be exercised when the
Optionee gives written notice of such exercise to the Corporation in
accordance with the terms of the Option Agreement and the Corporation
receives full payment for the Shares with respect to which the Option
is exercised. Payment shall be made by check payable to the
Corporation, delivery of stock issued by the Corporation or a
combination thereof, subject to the terms of the Option Agreement.
Stock transferred to the Corporation in full or partial payment
for Shares shall be valued at Fair Market Value on the date that such
transfer is recorded upon the books of the Corporation, following
delivery of such stock to the Corporation in a form suitable for
transfer.
(f) TERMINATION OF EMPLOYMENT. In the event an Optionee
ceases to be employed by the Corporation or any Subsidiary, and is no
longer employed by any of them, for any reason other than death or
Disability, such Optionee may exercise an Option at any time prior to
the expiration date of such Option (or, in the case of an Incentive
<PAGE>
Stock Option, within three (3) months after the date the Optionee's
employment ceases, whichever is earlier), but only to the extent the
Optionee had the right to exercise such Option at the date his or her
employment ceased.
(g) DISABLED OPTIONEE. In the event an Optionee who is
disabled ceases to be employed by the Corporation or any Subsidiary by
reason of such Disability, and is no longer employed by any of them,
such Optionee may exercise an Option at any time prior to the
expiration date of such Option (or, in the case of an Incentive Stock
Option, within one (1) year after the date such Optionee's employment
ceases, whichever is earlier), but only to the extent the Optionee
had the right to exercise such Option at the date his or her
employment ceased.
(h) DEATH OF OPTIONEE. In the event an Optionee dies while in
the employ of the Corporation or any Subsidiary, then to the extent
that the Optionee would have been entitled to exercise an Option
immediately prior to his or her death, such Option may be exercised by
the estate of such Optionee or by such person or persons to whom such
Optionee's rights pass by will or by the laws of descent and
distribution at any time prior to the expiration date of such Option
or within one (1) year after the death of the Optionee, whichever is
earlier.
8. STOCK APPRECIATION RIGHTS.
(a) SAR AGREEMENT. Any Stock Appreciation Rights granted by
the Committee shall be evidenced by an Award Agreement ("SAR
Agreement"), specifying the grant price, the number of such rights,
and such other terms, conditions and restrictions as the Committee
shall determine.
(b) AMOUNT OF PAYMENT. An Employee to whom a Stock
Appreciation Right has been granted shall be entitled to receive
payment of an amount equal to the excess of (i) the Fair Market Value
of one (1) Share on the date of exercise of such right over (ii) the
grant price of the right; provided that the Fair Market Value of one
(1) share with respect to a Stock Appreciation Right that is not
related to an Incentive Stock Option may be determined at any time
during a period before the date of exercise as specified in the SAR
Agreement.
(c) GRANT PRICE. The grant price of a Stock Appreciation
Right shall not be less than one hundred percent (100%) of the Fair
Market Value of one (1) Share on the date that the Stock Appreciation
Right is granted.
(d) NONTRANSFERABILITY OF RIGHTS. Stock Appreciation Rights
may not be sold, pledged, assigned, hypothecated, transferred or
disposed of in any manner, other than by will or by the laws of
descent and distribution, and may be exercised during the lifetime of
the Employee only by such Employee.
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(e) MANNER OF EXERCISE. A Stock Appreciation Right granted
under the Plan shall be exercisable at such times and under such
circumstances as shall be permissible under the terms of the Plan and
of the SAR Agreement. A Stock Appreciation Right shall be deemed
exercised when an Employee gives written notice of such exercise to
the Corporation in accordance with the terms of the SAR Agreement.
(f) FORM OF PAYMENT. Payment with respect to the exercise of
a Stock Appreciation Right may be made in cash, Shares or a
combination thereof, as the Committee shall determine. To the extent
that such payment is made in Shares, the Shares shall be valued at
Fair Market Value on the date of payment.
(g) RELATED OPTIONS. A Stock Appreciation Right may, but need
not, relate to an Option granted under Section 7. A Stock
Appreciation Right related to a Nonqualified Stock Option may be
granted simultaneously with the granting of such Option or at any time
thereafter before the exercise or termination of such Option. A Stock
Appreciation Right related to an Incentive Stock Option shall be
granted at the same time such Option is granted.
A Stock Appreciation Right related to the full number of Shares
subject to an Option shall terminate upon exercise or termination of
the Option to the extent such Option is exercised or terminated. A
Stock Appreciation Right related to less than the full number of
Shares subject to an Option shall not be affected by the exercise or
termination of the Option until such exercise or termination exceeds
the number of Shares not related to the Stock Appreciation Right;
thereafter such right shall terminate to the extent such Option is
further exercised or terminated.
To the extent that a Stock Appreciation Right related to an
Option has been exercised, such Option shall no longer be exercisable.
9. RESTRICTED STOCK.
(a) RESTRICTED STOCK AGREEMENT. The grant of any Shares of
Restricted Stock by the Committee shall be evidenced by an Award
Agreement ("Restricted Stock Agreement"), specifying restrictions on
the transfer and vesting of such Shares and such other terms,
conditions and restrictions as the Committee shall determine.
(b) RESTRICTIONS. Shares of Restricted Stock may not be sold,
transferred or otherwise disposed of and may not be pledged,
hypothecated or otherwise encumbered, other than by will or by the
laws of descent and distribution, during the applicable restriction
period set forth in the Restricted Stock Agreement. In the event that
an Employee ceases to be employed by the Corporation or any Subsidiary
and is no longer employed by any of them prior to the last day of a
restriction period, the Shares of Restricted Stock granted to such
Employee that are subject to such restriction period shall be
forfeited to the Corporation, unless otherwise provided in accordance
with the provisions of subsection (c).
<PAGE>
(c) RESTRICTION PERIOD. The restriction period applicable to
any Shares of Restricted Stock shall commence on the date such Shares
are granted by the Committee and shall end on such date as the
Committee shall determine; provided that the Committee may, at any
time, reduce or terminate the restriction period in effect with
respect to any outstanding Shares of Restricted Stock.
(d) LAPSE OF RESTRICTIONS. At the expiration of the
restriction period applicable to any Shares of Restricted Stock, such
Shares shall be transferred free of restrictions on transfer and
vesting to the Employee or, in the event of the Employee's death, to
his or her estate or other successor in interest.
(e) DIVIDENDS. Cash dividends payable with respect to Shares
of Restricted Stock shall be paid to an Employee currently.
(f) CERTIFICATES DEPOSITED WITH COMPANY. Each certificate
issued in respect of Shares of Restricted Stock granted to an Employee
shall be registered in the name of the Employee and deposited with the
Corporation, together with a stock power endorsed in blank by the
Employee. Each such certificate shall bear the following (or a
similar) legend:
The transferability of this certificate and the shares of stock
represented hereby are subject to the applicable terms and conditions
(including forfeitures) contained in the 1988 Hannaford Bros. Co.
Stock Plan and an Agreement between the registered owner and Hannaford
Bros. Co. Copies of the Plan and the Agreement are on file in the
office of the Assistant Secretary of Hannaford Bros. Co., 145 Pleasant
Hill Road, Scarborough, Maine 04074.
(g) SHAREHOLDER RIGHTS. Subject to the restrictions set forth
in the Restricted Stock Agreement, an Employee shall have all of the
rights of a shareholder with respect to Shares of Restricted Stock,
including the right to vote such Shares.
10. STOCK UNITS.
(a) STOCK UNIT AGREEMENT. The grant of any Stock Units by the
Committee shall be evidenced by an Award Agreement ("Stock Unit
Agreement"), specifying the number of Stock Units, the payment date,
and such other terms, conditions and restrictions as the Committee
shall determine.
(b) STOCK UNIT AWARD. An Employee to whom a Stock Unit has
been granted shall be entitled to receive on the payment date set
forth in the Stock Unit Agreement a Share or a cash amount equal to
the Fair Market Value of a Share on such date.
<PAGE>
(c) STOCK UNIT ACCOUNT. The Corporation shall establish and
maintain a separate account ("Stock Unit Account") for each Employee
who has received a grant of Stock Units, and such account shall
reflect the number of Stock Units granted to such Employee. At such
times as the Corporation pays a cash dividend upon its Shares, there
shall be credited to an Employee's Stock Unit Account an amount equal
to the cash dividend paid upon one (1) Share for each Stock Unit
credited to such account, unless the applicable Stock Unit Agreement
otherwise provides.
(d) NONTRANSFERABILITY. Stock Units may not be sold,
transferred or otherwise disposed of and may not be pledged,
hypothecated or otherwise encumbered, except by will or the laws of
descent and distribution.
(e) RELATED RESTRICTED STOCK. A grant of Stock Units may, but
need not, relate to a grant of Restricted Stock under Section 9.
Stock Units related to a grant of Restricted Stock shall be subject to
the same restrictions on transferability and vesting as apply to the
Share of Restricted Stock.
(f) FORM OF PAYMENT. A Payment with respect to a Stock Unit
may be made in cash, Shares or a combination thereof, as the Committee
shall determine.
11. CHANGE IN CONTROL. Upon the occurrence of a Change in Control
Event of the Corporation, all then outstanding Options and Stock
Appreciation Rights not previously exercisable shall immediately become
fully exercisable. For purposes of this Section, each of the following
events shall constitute a Change in Control Event:
(a) Any person acquires beneficial ownership of securities of
the Corporation and is or thereby becomes a beneficial owner of
securities entitling such person to exercise twenty-seven percent
(27%) or more of the combined voting power of the Corporation's then
outstanding stock.
For purposes of the Plan, "beneficial ownership" shall be determined
in accordance with Regulation 13D under the Securities Exchange Act of
1934, or any similar successor regulation or rule; and the term
"person" shall include any natural person, corporation, partnership,
trust or association, or any group or combination thereof, whose
ownership of securities of the Corporation would be required to be
reported under such Regulation 13D, or any similar successor
regulation or rule.
(b) Within any twenty-five (25) month period, individuals who
were Outside Directors at the beginning of such period, together with
any other Outside Directors first elected as directors of the
Corporation pursuant to nominations approved or ratified by at least
two-thirds (2/3) of the Outside Directors in office immediately prior
to such respective elections, cease to constitute a majority of the
Board.
<PAGE>
For purposes of the Plan, an "Outside Director" as of a given date
shall mean a member of the Board who has been a director of the
Corporation throughout the six (6) months prior to such date and who
has not been an employee of the Corporation at any time during such
six (6) month period.
(c) The Corporation ceases to be a reporting company pursuant
to Section 13(a) of the Securities Exchange Act of 1934 or any similar
successor provision.
(d) The Corporation's shareholders approve:
(i) any consolidation or merger of the Corporation in
which the Corporation is not the continuing or surviving
corporation or pursuant to which shares of Common Stock would
be converted into cash, securities or other property, other
than a merger or consolidation of the Corporation in which the
holders of the Common Stock immediately prior to the merger or
consolidation have substantially the same proportionate
ownership and voting control of the surviving corporation
immediately after the merger or consolidation; or
(ii) any sale, lease, exchange, liquidation or other
transfer (in one transaction or a series of transactions) of
all or substantially all of the assets of the Corporation.
Notwithstanding subparagraphs (i) and (ii) above, the term "Change in
Control Event" shall not include a consolidation, merger, or other
reorganization if upon consummation of such transaction all of the
outstanding voting stock of the Corporation is owned, directly or
indirectly, by a holding company, and the holders of Common Stock
immediately prior to the transaction have substantially the same
proportionate ownership and voting control of the holding company.
12. AMENDMENT AND TERMINATION.
(a) AMENDMENT. The Committee, without further approval of the
shareholders of the Corporation, may amend the Plan from time to time
in such respects as the Committee may deem advisable, provided that no
amendment shall become effective prior to ratification by the Board
and approval of the shareholders of the Corporation if such amendment:
(i) increases the maximum number of shares for which
Awards may be granted; or
(ii) modifies the class of employees eligible to
participate in the Plan.
(b) TERMINATION. The Committee without further approval of
the shareholders of the Corporation, may at anytime terminate the
Plan.
<PAGE>
(c) EFFECT OF AMENDMENT OR TERMINATION. Any such amendment or
termination of the Plan shall not affect Awards already granted and
such Awards shall remain in full force and effect as if the Plan had
not been amended or terminated.
13. EFFECTIVE DATE OF PLAN. The Plan shall be effective upon its
adoption by the Board or its approval by the shareholders of the
Corporation, whichever is later.
14. TERM OF PLAN. No Award shall be granted pursuant to the Plan
after ten (10) years from the earlier of the date the Plan is adopted or the
date the Plan is approved by shareholders. Awards granted prior to the end
of such period may extend beyond such period, except as otherwise provided
herein or in the Award Agreement.
15. MISCELLANEOUS.
(a) AWARD AGREEMENT. Upon executing an Award Agreement, an
Employee shall be bound by such Agreement and by the applicable
provisions of the Plan.
(b) EMPLOYMENT. The granting of an Award to an Employee shall
not give the Employee any right to be retained in the employ of the
Corporation or any Subsidiary.
(c) TAX WITHHOLDING. The Corporation shall be authorized to
withhold from any Award granted, or payment due, under the Plan the
amount of any taxes required by law to be withheld because of such
Award or payment and to take such other action as may be necessary in
the opinion of the Corporation to satisfy all obligations for the
payment of such taxes.
(d) HEADINGS. Paragraph headings are included solely for
convenience and shall in no event affect, or be used in connection
with, the interpretation of the Plan.
Exhibit 5
VERRILL & DANA
P. O. Box 586
Portland, ME 04112
June 27, 1995
Hannaford Bros. Co.
145 Pleasant Hill Road
Scarborough, Maine 04074
Re: Hannaford Bros. Co. 1988 Stock Plan --
Registration Statement on Form S-8
Ladies and Gentlemen:
We refer to the Registration Statement on Form S-8 (the "Registration
Statement") of Hannaford Bros. Co., a Maine corporation (the "Company"),
relating to the Hannaford Bros. Co. 1988 Stock Plan (the "Plan") and
1,400,000 shares (the "Shares") of the Company's Common Stock, par value
$.75 per share, proposed to be issued and sold by the Company in connection
therewith. It is our understanding that the Registration Statement is to be
filed with the Securities and Exchange Commission on or about June 29, 1995.
We have examined the originals, or photostatic or certified copies, of
such records and certificates of the Company, such certificates of public
officials and of officers of the Company, and such other documents as we
have deemed relevant. In such examination we have assumed the genuineness
of all signatures, the authenticity of all documents submitted to us as
originals, the conformity to original documents of all documents submitted
to us as certified or photostatic copies, and the authenticity of the
originals of such copies. We have also assumed the accuracy and
completeness of statements of fact contained in such documents.
Based upon and subject to the foregoing, we are of the opinion that the
Shares have been duly authorized and, when issued and paid for in accordance
with the terms of the Plan, will be validly issued, fully paid, and non-
assessable.
We consent to the filing of this opinion as an Exhibit to the
Registration Statement. In giving this consent, we do not thereby admit
that we are within the category of persons whose consent is required under
Section 7 of the Securities Act of 1933 or the General Rules and Regulations
of the Securities and Exchange Commission.
Very truly yours,
s/Verrill & Dana
Verrill & Dana
Exhibit 15
COOPERS & LYBRAND L.L.P.
P. O. Box 9741
Portland, ME 04104-5059
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
RE: Hannaford Bros. Co. 1988 Stock Plan
Registration on Form S-8
We are aware that our report dated April 20, 1995, on our review of interim
financial information on Hannaford Bros. Co. and Subsidiaries as of April 1,
1995 and for the three month periods ended April 1, 1995 and April 2, 1994,
and included in Form 10-Q for the quarter then ended is incorporated by
reference in this registration statement. Pursuant to rule 436(c) under the
Securities Act of 1933, this report should not be considered a part of this
registration statement prepared or certified by us within the meaning of
Sections 7 and 11 of that Act.
s/Coopers & Lybrand L.L.P.
Coopers & Lybrand L.L.P.
Portland, Maine
June 27, 1995
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 27, 1995
