SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of report: December 19, 1997
(Date of earliest event reported)
HANNAFORD BROS. CO.
(Exact name of registrant as specified in its charter)
Maine 1-7603 01-0085930
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File No.) Identification No.)
145 Pleasant Hill Road, Scarborough, Maine 04074
(Address of principal executive offices) (Zip code)
Registrant's telephone number: (207) 883-2911
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Item 5. Other Events.
On December 16, 1997 the Board of Directors of Hannaford Bros. Co.
approved the adoption of a replacement shareholder rights plan (the
"Replacement Plan"). The Replacement Plan is similar to the shareholder
rights plan which Hannaford adopted in 1988, and which by its terms will
expire on February 4, 1998.
A press release announcing approval of the Replacement Plan is filed
herewith as an exhibit.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
99.1 Press release dated December 17, 1997, announcing
adoption of a replacement shareholder rights plan.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by
the undersigned, hereunto duly authorized.
HANNAFORD BROS. CO.
Date: December 19, 1997 By: /s/ Charles H. Crockett
Charles H. Crockett
Assistant Secretary
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HANNAFORD BROS. CO.
EXHIBIT INDEX
Exhibit
Number Description
99.1 Press release dated December 17, 1997,
announcing adoption of a replacment
shareholder rights plan.
Exhibit 99.1
CHARLES H. CROCKETT
Assistant Secretary
December 17, 1997
HANNAFORD RENEWS SHAREHOLDER RIGHTS PLAN
Scarborough, Maine: Hannaford Bros. Co. (NYSE-HRD), a multi-regional food
retailer, announced today that its Board of Directors has adopted a
shareholder rights plan, which will become effective upon the expiration of
the Company's existing rights plan. The replacement plan is substantially
identical to the existing plan, except for modification to the exercise and
redemption prices of the new rights, and the term of the rights plan.
The replacement plan is designed to protect the shareholders of Hannaford
by preventing abusive or unfair takeover practices. The plan would
discourage takeover bids that do not offer terms which the Hannaford Board
considers to be fair to all shareholders of Hannaford and, among other
things, provides protection against certain self-dealing transactions by a
beneficial owner of 20% or more of Hannaford's stock. The plan is not
intended to prevent a takeover of Hannaford on terms considered by the
Hannaford Board to be beneficial to Hannaford shareholders, and, in fact,
will not do so. The plan was not adopted in response to any existing
effort to acquire control of Hannaford.
The terms of the plan provide for a dividend distribution of one right for
each share of Hannaford common stock to holders of record at the close of
business on February 4, 1998. The rights will become exercisable only in
the event an acquiring party (excluding the Sobey Parties under certain
circumstances and certain other persons) accumulates 20 percent or more of
Hannaford voting stock, or if a party announces an offer which would result
in it owning 30 percent or more of Hannaford voting stock. The rights will
expire on February 4, 2001. Each right will entitle the holder to buy one
one-hundredth of a share of a series of junior participating preferred
stock of Hannaford at a price of $60. In addition, upon the occurrence of
a merger or other business combination, certain self-dealing transactions
with an owner of 20% or more of Hannaford voting stock or the acquisition
by a person or group of 30% or more of Hannaford voting stock, holders of
the rights will be entitled to purchase either participating preferred
stock of Hannaford or shares in an "acquiring entity" at half of market
value.
Hannaford will be entitled to redeem the rights at 1 cent per right any
time until the tenth day following the acquisition by an acquiring person
or group of a 20 percent position in its voting stock.
Details of the new Rights Plan will be outlined in a letter to be mailed to
shareholders.
