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. STOCK OWNERSHIP PLAN
FOR OUTSIDE DIRECTORS
(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, 200,000 shares $28.25 $5,650,000 $1,948.28
$.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.
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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. Stock Ownership Plan for Outside Directors.
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. Stock Ownership Plan for Outside Directors.
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.
STOCK OWNERSHIP PLAN FOR OUTSIDE DIRECTORS
1. Purpose. The purpose of this Plan is to align more closely the
interests of the non-employee directors ("Outside Directors") of Hannaford
Bros. Co. ("Company") with the interests of the Company's shareholders. The
Plan provides Outside Directors with (a) the opportunity to receive their
annual retainers in the form of stock options and (b) the opportunity to
defer their retainers (and other fees) and have the deferred amounts treated
as invested in, and payable in the form of, Hannaford common stock. The
Plan also incorporates the current Retirement Plan for Outside Directors,
which generally provides an Outside Director with deferred compensation,
based on the performance of the Company's common stock, at age seventy (70).
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) "Act" shall mean the Securities Exchange Act of 1934.
(b) "Annual Retainer" shall mean the cash retainer for any
calendar year payable to an Outside Director for service on the Board and
shall not include meeting fees, committee chairperson retainers or
consulting fees.
(c) "Board" shall mean the Board of Directors of the Company.
(d) "Committee" shall mean the committee appointed pursuant to
Section 7 to administer the Plan.
(e) "Common Stock" shall mean common stock, par value seventy-
five cents ($0.75) per share, of the Company.
(f) "Company" shall mean Hannaford Bros. Co.
(g) "Deferral Account" shall mean the account established
pursuant to Section 5(b).
(h) "Director" or "Outside Director" shall mean a non-employee
director of the Company.
(i) "Disability" shall mean a Director's inability to serve on
the Board 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. A Director 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.
(j) "Effective Date" shall mean January 1, 1996.
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(k) "Fair Market Value" shall mean, with respect to Common
Stock, the closing price as reported on the New York Stock Exchange.
(l) "Fees" shall mean the cash retainer, meeting fees,
committee chairperson retainer and consulting fees payable to an Outside
Director for service on the Board.
(m) "Fiscal Year" shall mean the fiscal year of the Company.
(n) "Option" shall mean a right granted under the Plan to
purchase Shares.
(o) "Performance Share" shall mean a unit of value equal to the
Fair Market Value of a share of Common Stock.
(p) "Performance Share Deferral Account" shall mean the account
established pursuant to Section 6(e).
(q) "Performance Period" shall mean the period described in
Section 6(d).
(r) "Plan" shall mean the Hannaford Bros. Co. Stock Ownership
Plan for Outside Directors.
(s) "Share" shall mean a share of Common Stock, as adjusted in
accordance with Section 3(b).
3. Stock Subject to the Plan.
(a) Limitation. Subject to the provisions of subsection (b),
the maximum number of Shares available for grant under the Plan shall be Two
Hundred Thousand (200,000) Shares. 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 issuance under the Plan.
In the event that a Director transfers stock issued by the
Company 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.
(b) Adjustments. If the number of Shares outstanding changes
as a result of a stock split or stock dividend, the Committee shall
proportionately adjust the maximum number of Shares available for grant and
the Option price with respect to Shares subject to Options. In the event of
a merger or consolidation in which the Company is the surviving corporation,
or the acquisition by the Company of property or stock of another
<PAGE>
corporation, or any reorganization, the Committee shall appropriately adjust
the number and class of Shares available for grant and the Option price of
Shares subject to Options.
Except as otherwise provided herein, a merger or consolidation
in which the Company is not the surviving corporation shall terminate all
Options, provided that each Director shall have the right to exercise,
immediately prior to the effective date of such merger or consolidation, any
outstanding Options, but only to the extent that such Options are then
exercisable.
Any Shares issued hereunder may consist, in whole or in part, of
authorized and unissued Shares or treasury Shares, and shall be fully paid
and non-assessable.
4. Annual Retainer Election. Each Outside Director may elect to
receive his or her Annual Retainer in the form of Options in lieu of cash.
An election shall apply to the full amount of the Annual Retainer and shall
be made in writing, on such form and in such manner as the Committee may
prescribe, before January 1 of the calendar year to which the election
relates.
(a) Eligibility Requirement. Only Outside Directors as of
January 1 of a calendar year shall be eligible to make an election pursuant
to this Section 4.
(b) Service Requirement. An election by a Director whose
service on the Board terminates prior to December 31 of the year to which
the election relates shall be void. Such Director shall receive the portion
of his or her Annual Retainer earned as of the date of termination in cash.
(c) Options. As of the first trading day of each calendar
year, the Company shall grant to each Director who has made an election in
accordance with this Section 4 an Option to purchase the number of Shares
determined by dividing x by y, where --
x is the amount of the Annual Retainer multiplied
by three (3); and
y is the Fair Market Value of a Share on such
trading day.
Each Option shall be evidenced by a written instrument ("Option
Agreement"), specifying the number of Shares subject to the Option, the
Option price and such other terms, conditions and restrictions not
consistent with the Plan as the Committee shall determine.
(i) Term of Option. The term of each Option shall be ten
(10) years from the date of grant.
(ii) Option Price. The Option price for Shares to be
issued under any Option shall be one hundred percent (100%) of the Fair
Market Value of such Shares on the date the Option is granted.
<PAGE>
(iii) 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 Director only by such Director.
Notwithstanding the preceding sentence to the contrary, the Committee may
permit the transfer of Options to family members or family trusts (and
exercise by the transferee) to the extent Rule 16b-3 under the Act permits
such transfers.
(iv) 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 holder gives notice of such
exercise to the Company in accordance with the terms of the Option Agreement
and the Company receives full payment for the Shares with respect to which
the Option is exercised. Payment shall be made by check payable to the
Company, delivery of Shares issued by the Company or a combination thereof,
subject to the terms of the Option Agreement. Shares transferred to the
Company in full or partial payment for Option Shares shall be valued at Fair
Market Value on the date such transfer is recorded upon the books of the
Company, following delivery of such Shares to the Company in a form suitable
for transfer.
(v) Change in Control. Upon the occurrence of a Change in
Control Event, all then outstanding Options 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 Company 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 Company's then outstanding stock.
For purposes of the Plan, "beneficial ownership"
shall be determined in accordance with Regulation 13D under the Act, 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 Company
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
Company 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.
For purposes of this subsection (B), an "Outside
Director" as of a given date shall mean a member of the Board who has been a
director of the Company throughout the six (6) months prior to such date and
who has not been an employee of the Company at any time during such six (6)
month period.
<PAGE>
(C) The Company ceases to be a reporting company
pursuant to Section 13(a) of the Act or any similar successor provision.
(D) The Company's shareholders approve:
(1) any consolidation or merger of the
Company in which the Company 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
Company in which the holders of 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
(2) 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 Company.
Notwithstanding subparagraphs (1) and (2) 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 Company 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.
5. Deferred Fees. Each Outside Director may elect to defer all or
any portion of his or her Fees in accordance with the terms of this Section
5.
(a) Election. An election to defer Fees may be made at any
time, but not more frequently than once each calendar year, and shall be
effective only with respect to Fees payable for services to be performed
after the date of the election. Such election shall be made by executing
and delivering a deferred compensation agreement to the Committee. The
Director shall designate in the deferred compensation agreement whether the
Fees deferred are to be treated, solely for purposes of valuing the amounts
deferred, as invested in five-year U.S. Treasury notes or Common Stock.
Fees deemed invested in Treasury notes shall be payable in cash, and Fees
deemed invested in Common Stock shall be payable in Shares.
A deferral election may not be modified. A Director may
terminate a deferral election at any time by delivering a written notice of
termination to the Committee. Such notice shall specify the effective date,
and deferrals shall cease as soon as practicable thereafter. A termination
shall not be effective with regard to amounts previously deferred.
(b) Deferral Account. The Company shall establish an account
for each Director who defers Fees under the Plan and, if the Director has
designated U.S. Treasury notes as the deemed investment for the amounts
deferred, shall adjust the account as follows:
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(i) At the end of each calendar month in which Fees
deferred would otherwise be payable, credit the account with the amount
deferred for such month; and
(ii) As of the first day of each such month:
(A) Debit the account by the amount, if any, paid
to the Director or his or her beneficiary during the preceding calendar
month in accordance with the terms hereof; and
(B) Credit the account with interest on the balance
as of the first day of the preceding month, at the rate paid on five-year
U.S. Treasury notes on the first day of the calendar year in which the
interest is to credited, or at such other rate as is prescribed in the
deferred compensation agreement.
If a Director has designated Common Stock as the deemed
investment for the Fees deferred, at the end of each calendar month for
which such Fees would otherwise be payable, the Company shall credit the
account with the number of Shares that could have been purchased with the
amounts deferred, at the Fair Market Value of a Share on the day (or days)
the Fees would have been paid in the absence of a deferral election.
Thereafter the Company shall credit such account with any dividends declared
on the Shares credited to the account and appropriately adjust the number of
Shares to reflect any stock split or stock dividend. As of the first day of
each calendar month, the Company shall debit an account deemed invested in
Common Stock as provided in subsection (ii)(A) above.
The Committee shall provide each Director with an account
statement at least annually.
(c) Distribution to Director. The amount credited to the
Deferral Account of a Director whose Fees are deemed invested in U.S.
Treasury notes shall be paid to him or her in a lump sum, substantially
equal consecutive monthly installments over a period not to exceed ten (10)
years, or in such other form as the Committee may permit. Each such
Director shall elect the manner and time of payment in the first deferred
compensation agreement he or she executes, and such election shall apply to
any subsequent deferred compensation agreement the Director executes.
The Company shall pay the amount credited to the Deferral
Account of a Director whose Fees are deemed invested in Common Stock by (i)
crediting his or her account under the Company's dividend reinvestment plan
with the number of Shares credited to the Deferral Account, and (ii) issuing
a check representing the aggregate amount of dividends credited to the
Deferral Account. If a Director does not participate in the dividend
reinvestment plan, the Company shall issue a stock certificate to the
Director evidencing the Shares. Such certificate may bear a legend
specifying any applicable legal restrictions on the transferability of the
Shares.
Except as provided in Section 8(f), payment shall not be made or
commence before the first day of the calendar month following the date the
<PAGE>
Director ceases to serve on the Board, unless otherwise provided in the
deferred compensation agreement.
(d) Distribution to Beneficiary. Except as provided in Section
8(f), the amount credited to the Deferral Account of a Director, at the time
of his or her death, whose Fees are deemed invested in U.S. Treasury notes
shall be paid to his or her designated beneficiary in a lump sum,
substantially equal consecutive monthly installments over a period not to
exceed ten (10) years, or in such other form as is permitted by the
Committee. If payment commenced in accordance with Section 5(c) prior to
the Director's death, payment shall continue in accordance with the form of
payment then in effect. If payment had not commenced in accordance with
Section 5(c), payment shall be made or commence as soon as practicable
following the date of death. Each such Director shall elect the manner in
which payment shall be made to his or her designated beneficiary in the
first deferred compensation agreement he or she executes. Such election
shall apply to all subsequent deferred compensation agreements executed by
the Director unless modified in a subsequent agreement.
The Company shall pay the amount credited to the Deferral
Account of a Director whose Fees are deemed invested in Common Stock by
issuing his or her designated beneficiary as soon as practicable following
the date of death (i) a stock certificate registered in the beneficiary's
name and representing the number of Shares credited to the account, and (ii)
a check representing the aggregate amount of dividends credited to the
account.
6. Performance Shares.
(a) Grant. As of the first day of each Fiscal Year, the
Company shall grant each Director that number of Performance Shares
(rounded up to the nearest multiple of 100) having an "expected value" equal
to the amount of the Annual Retainer for a nonconsulting director for such
Fiscal Year. The "expected value" of a Performance Share shall be equal to
x less y, discounted to present value for the number of years in the
Performance Period by z, where --
x is the Fair Market Value of a share of Common Stock
as of the date a Performance Share is granted, compounded annually for the
number of years in the Performance Period at the rate of twelve percent
(12%) per annum;
y is the Fair Market Value of a share of Common Stock
as of the date a Performance Share is granted; and
z is eight and one-half percent (8.5%).
(b) Prior Service Grant. For the Fiscal Year beginning
December 30, 1990 ("1991 Fiscal Year"), in addition to the Performance
Shares granted under subsection (a) of this section, the Company shall grant
each Director the number of additional Performance Shares determined by
multiplying the number of Performance Shares granted under subsection (a) of
this section by the appropriate multiple from the following table:
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Multiple of Normal Annual Grant of Performance
Shares for Short Performance Periods
Beginning in the 1991 Fiscal Year
Years of Service
on the Board One Year Two Year Three Year Four Year
as of May 31, 1991 Period Period Period Period
Less than 5 0.2 0.4 0.6 0.8
5 but less than 10 0.4 0.55 0.7 0.85
10 but less than 15 0.6 0.7 0.8 0.9
15 but less than 20 0.8 0.85 0.9 0.95
20 or more 1.0 1.0 1.0 1.0
(c) Records. The Company shall appropriately record each grant
of Performance Shares on its books and furnish each Director with a written
notice reflecting the number of Performance Shares granted and such other
terms and conditions consistent with the Plan as the Committee shall
determine. If during any Performance Period the number of Shares
outstanding changes as a result of a stock split or stock dividend, the
Committee shall appropriately adjust the number of Performance Shares
granted.
(d) Performance Period. Except as hereinafter provided, a
Performance Period shall be the five (5) consecutive Fiscal Years commencing
on the date Performance Shares are granted, and a new Performance Period
shall begin on the first day of each Fiscal Year. For the 1991 Fiscal Year,
five (5) Performance Periods shall begin concurrently, one ending with such
Fiscal Year, one ending after two (2) consecutive Fiscal Years, one ending
after three (3) consecutive Fiscal Years, one ending after four (4)
consecutive Fiscal Years, and one ending after five (5) consecutive Fiscal
Years.
A Performance Period shall not be curtailed by the retirement
after attaining age seventy (70), Disability or death of a Director. In the
event a Director resigns from the Board prior to attaining age seventy (70),
all Performance Periods in effect on the date of such resignation shall end
with the Fiscal Year in which such resignation occurs.
(e) Performance Share Deferral Account. The Company shall
establish and maintain an account on behalf of each Director. Subject to
the provisions of Section 6(c), at the end of each Performance Period, the
Company shall credit to such account an amount equal to x less y, multiplied
by z, where --
x is the Fair Market Value of a Share as of the date a
Performance Period ends;
y is the Fair Market Value of a Share as of the date
such Performance Period begins; and
z is the number of Performance Shares granted at the
commencement of such Performance Period.
<PAGE>
The Committee shall provide each Director with an account statement at
least annually.
(f) Investment of Account. Solely for purposes of valuing a
Director's Performance Share Deferral Account, such account shall be treated
as invested in Common Stock and shall be credited with any dividends
declared thereon until distribution of such account is made or commences.
If distribution of a Director's Performance Share Deferral Account is not
made in a lump sum, solely for purposes of valuing such account after
distribution commences, such account shall be credited with interest at the
rate paid on five-year U.S. Treasury notes on the first day of the calendar
year in which the interest is to be credited or at such other rate as is
prescribed by the Committee.
(g) Distribution to Director. The amount credited to a
Director's Performance Share Deferral Account shall be paid to him or her in
a lump sum, substantially equal consecutive monthly installments over a
period not to exceed ten (10) years, or in such other form as the Committee
may permit. Each Director shall, prior to resigning from the Board, specify
on such written form as the Committee may prescribe, the manner in which and
the time distribution is to be made or commence to him or her. Except as
provided in Section 8(f), distribution with respect to a Director shall not
be made or commence before the later of the Director's resignation from the
Board or attainment of age seventy (70).
(h) Distribution to Beneficiary. Except as provided in Section
8(f), the amount credited to a Director's Performance Share Deferral Account
at the time of his or her death (and any amounts credited thereafter) shall
be paid to his or her designated beneficiary in a lump sum, substantially
equal consecutive monthly installments over a period not to exceed ten (10)
years, or in such other form as is permitted by the Committee. If payment
commenced in accordance with Section 6(g) prior to the Director's death,
payment shall continue in accordance with the form of payment then in
effect. If payment had not commenced in accordance with Section 6(g),
payment shall be made or commence as soon as practicable following the date
of death. A Director shall specify on such form as the Committee may
prescribe the manner in which distribution shall be made to his or her
designated beneficiary. In the absence of such specification, distribution
shall be made to his or her designated beneficiary in such manner as the
Committee shall determine.
(i) Nontransferability. Performance Shares 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.
7. Administration. The Plan shall be administered by a Committee,
appointed by the Human Resources Committee of the Board, of at least three
(3) persons who are not current or former members of the Board. A majority
of the Committee shall constitute a quorum, and an action of the majority
present at any meeting shall be deemed the action of the Committee.
Further, any action of the Committee may be taken without a meeting if all
members of the Committee sign written consents setting forth the action
<PAGE>
taken or to be taken, at any time before or after the intended effective
date of such action. Any member of the Committee may participate in a
meeting of the Committee by means of a conference telephone or similar
communications equipment enabling all persons participating in the meeting
to hear each other. 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.
The Committee may delegate to any member or members of the Committee
or to any employee or employees of the Company the authority to perform any
ministerial act in connection with the administration of the Plan.
The Committee shall have the complete authority to control and manage
the operation and administration of the Plan and the discretion to construe
Plan provisions. Subject to the provisions of the Plan, the Committee may
from time to time establish rules for the administration and interpretation
of the Plan. The final determination of the Committee as to any disputed
questions shall be conclusive. All decisions and interpretations of the
Committee in administering the Plan shall be made in a uniform and
nondiscriminatory manner.
The Company shall indemnify and hold harmless each member of the
Committee against all expenses and liabilities arising out of his or her
acts or omissions with respect to the Plan, provided such member would be
entitled to indemnification pursuant to the bylaws of the Company.
8. Miscellaneous.
(a) Continued Service as a Director. The Plan shall not limit
or otherwise affect the right of the Board or the Company's shareholders to
terminate the service of a Director.
(b) Unsecured Creditor Status. The Plan shall not be construed
to create or require the Company to create a trust of any kind to fund the
amounts payable hereunder. To the extent a Director or other person
acquires a right to receive payments from the Company in accordance with the
Plan, such right shall be no greater than the right of any unsecured general
creditor of the Company.
(c) Assignment. The right of any Director or any beneficiary
to payments under the Plan shall not be subject to alienation, assignment,
garnishment, attachment, execution or levy of any kind, and any attempt to
cause such amounts to be so subjected shall not be recognized by the
Company.
(d) Shareholder Rights. Until the date of issuance of Shares,
as recorded on the books of the Company, a Director shall have no
shareholder rights with respect to Options granted or Fees deferred
hereunder.
(e) Designation of Beneficiary. Each Director may from time to
time, by completing and signing a form furnished by the Committee, designate
any person or persons (who may be designated concurrently, contingently or
<PAGE>
successively), the Director's estate or any trust or trusts created by the
Director to receive amounts which are payable under this Plan to the
Director's designated beneficiary or beneficiaries. Each beneficiary
designation shall revoke all prior designations and shall be effective only
when filed in writing with the Committee. If a Director fails to designate
a beneficiary or if a beneficiary dies before the date of such Director's
death and no contingent beneficiary has been designated, then the amounts
payable hereunder shall be paid to his or her estate. If payment of
benefits to a beneficiary commences and such beneficiary dies before all
amounts to which such beneficiary is entitled have been paid, the remaining
benefits shall be paid to the successive beneficiary or beneficiaries, if
any, designated by the Director, otherwise to the beneficiary's estate.
(f) Acceleration by Committee. In the event a Director suffers
a financial hardship caused by accident, illness or other event beyond his
or her control, the Committee may, in its discretion, accelerate payment of
the amounts credited to the Director's Deferral Account, if any, and
Performance Share Deferral Account to the extent reasonably necessary to
eliminate such hardship. In addition, if following the death of a Director,
his or her beneficiary or beneficiaries suffers a financial hardship caused
by accident, illness or other event beyond the control of such beneficiary
or beneficiaries, the Committee may, in its discretion, accelerate payment
of the amounts credited to the Director's Deferral Account, if any, and
Performance Share Deferral Account to which such beneficiary or
beneficiaries are entitled to the extent reasonably necessary to eliminate
such hardship.
(g) Amendment and Termination. The Board reserves the right
to amend the Plan or terminate the Plan at any time. To the extent required
by Rule 16b-3 under the Act, (i) no amendment shall be effective without
shareholder approval, and (ii) the Plan may not be amended more than once
every six (6) months (other than to comport with changes in the Internal
Revenue Code or the rules thereunder). No amendment or termination shall
adversely affect the rights of any Director or beneficiary, without such
person's prior written consent, with respect to Options and Performance
Shares granted, and Fees deferred, prior to such amendment or termination.
Options and Performance Shares granted prior to an amendment or termination
of the Plan shall remain in full force and effect, and Fees deferred shall
remain deferred, as if the Plan had not been amended or terminated.
(h) Term of Plan. The Plan shall terminate on January 1, 2006,
unless terminated earlier by the Board.
(i) Governing Law. This Plan shall be governed by and
construed in accordance with the laws of the State of Maine.
VERRILL & DANA Exhibit 5
P. O. Box 586
Portland, ME 04112
June 27, 1995
Hannaford Bros. Co.
145 Pleasant Hill Road
Scarborough, Maine 04074
Re: Hannaford Bros. Co. Stock Ownership
Plan for Outside Directors --
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. Stock Ownership Plan for Outside
Directors (the "Plan") and 200,000 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. Stock Ownership Plan for Outside Directors
Registration on Form S-8
We are aware that our report dated April 20, 1995, on our review of interim
financial information of 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
