HANNAFORD BROTHERS CO
8-K, 1999-09-01
GROCERY STORES
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               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:   August 20, 1999
         (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 August 20, 1999,  Empire Company  Limited gave written notice of its
election to terminate the standstill  agreement  between Hannaford and the Sobey
Parties.  The agreement permits such a termination if a third party makes a bona
fide offer to acquire Hannaford, by merger or otherwise.

         As previously  announced,  Hannaford entered into an Agreement and Plan
of Merger,  dated as of August 17, 1999, with Food Lion, Inc. and a wholly-owned
subsidiary of Food Lion. Termination of the standstill agreement was an expected
consequence of the merger agreement.

         Hannaford  and  the  Sobey  Parties  first  entered  into a  standstill
agreement  on  September  16,  1981.  The latest  version of the  agreement  was
executed on February 4, 1988,  and had been further  amended and  extended  from
time to time since then.




                            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: August 31, 1999                 By:  Charles H. Crockett
                                         Assistant Secretary



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