Hannaford Bros. Co.
145 Pleasant Hill Road
Scarborough, ME 04074
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held May 19, 1999
To the Shareholders:
You are cordially invited to attend the Annual Meeting of Shareholders of
HANNAFORD BROS. CO., a Maine corporation, which will be held at the offices of
the Company, 145 Pleasant Hill Road, Scarborough, Maine, on Wednesday, May 19,
1999, at 9:30 a.m. The purpose of the Meeting will be to consider and act upon
the following:
1. Election of four Class III Directors to serve until the Annual Meeting
of Shareholders in 2002.
2. Ratification of the appointment of PricewaterhouseCoopers LLP as
independent auditors of the Company for the fiscal year ending January
1, 2000.
3. Such other business as may properly come before the Meeting and any
adjournment thereof.
The Board of Directors has fixed the close of business on March 23, 1999, as
the record date for the determination of shareholders entitled to receive notice
of, and vote at, the Meeting and any adjournment thereof.
By order of the Board of Directors
/s/ Peter B. Webster
Clerk
Scarborough, Maine
April 5, 1999
Whether or not you plan to attend the Meeting, please vote, date and sign
the enclosed proxy and return it promptly in the envelope provided. If you
attend the Meeting, you may revoke your proxy and vote in person.
<PAGE>
HANNAFORD BROS. CO.
145 Pleasant Hill Road
Scarborough, ME 04074
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
To Be Held May 19, 1999
The accompanying proxy is solicited by the Board of Directors of HANNAFORD
BROS. CO. (the "Company") for use at the Annual Meeting of Shareholders (the
"Meeting") to be held at the offices of the Company, 145 Pleasant Hill Road,
Scarborough, Maine, at 9:30 a.m., on Wednesday, May 19, 1999, and any
adjournment thereof. When such proxy is properly executed and returned, the
shares it represents will be voted at the Meeting in accordance with any
directions noted thereon; or in the absence of specific directions as to any
proposal, it will be voted in favor of each nominee and proposal identified
below. Any shareholder giving a proxy has the power to revoke it at any time
before it is voted. A proxy may be revoked by filing a written notice of
revocation with an Assistant Secretary of the Company, by submitting a duly
executed proxy bearing a later date or by revocation made in person at the
Meeting.
The proxy and this proxy statement are being mailed or delivered to
shareholders on or about April 5, 1999.
Voting Securities of the Company
As of March 23, 1999, there were outstanding and entitled to vote
42,229,109 shares of Common Stock, par value $.75 per share. Each share of
Common Stock is entitled to one vote. Only shareholders of record at the close
of business on March 23, 1999, will be entitled to vote at the Meeting. Each of
the following were beneficial holders of more than 5% of the outstanding Common
Stock of the Company at the close of business on March 23, 1999. Unless
indicated to the contrary, the persons or parties shown as beneficial holders
have the sole power to vote and dispose of the shares shown as owned by them.
Amount and
Nature of
Name and Address Beneficial Percent
of Beneficial Holder Ownership of Class
Sobey Parties(1) 10,835,921 25.7
115 King Street
Stellarton, Nova Scotia, Canada B0K 1S0
Sanford C. Bernstein & Co., Inc.(2) 2,219,080 5.3
One State Street Plaza
New York, New York 10004
<PAGE>
(1) The Sobey Parties include Donald R. Sobey, David F. Sobey, the Estate of
William M. Sobey, Empire Company Limited, E.C.L. Investments Limited, the
Pension Plan for Employees of Sobeys Inc., the Deferred Profit Sharing Plan
for Eligible Employees of Sobeys Inc. and Pauljan Limited. Information
regarding ownership by the Sobey Parties is given in reliance on their
latest Form 4 filing, made on or about May 7, 1997, with the Securities and
Exchange Commission.
(2) Sanford C. Bernstein & Co., Inc. is a broker-dealer. The shares are held for
the account of discretionary clients who have the right to receive dividends
from, and the proceeds of any sale of, these shares and the right to
determine the voting of such shares. Information regarding ownership by
Sanford C. Bernstein & Co., Inc. is given in reliance on its amended
Schedule 13G filed on or about February 5, 1999, with the Securities and
Exchange Commission.
<PAGE>
The following table sets forth the beneficial ownership of Common Stock by
each Director, the other executive officers named in the Summary Compensation
Table on page 8, and all Directors and executive officers of the Company as a
group, at the close of business on March 23, 1999. Except as otherwise
indicated, each person owns less than 1% of the outstanding Common Stock.
SHARES OF
COMMON STOCK PERCENT OF
NAME BENEFICIALLY OWNED CLASS
Directors
Bruce G. Allbright 8,267(1)
Robert D. Bolinder 13,830(2)
William T. End 7,230(3)
Hugh G. Farrington 381,051(4)
Richard K. Lochridge 9,267(5)
Renee M. Love 5,330(6)
Claudine B. Malone 1,917
Robert J. Murray 3,680(7)
Dr. Walter J. Salmon 135,560(8)
John Robert Sobey 0(9)
David F. Sobey 10,835,921(10) 25.7
Robert L. Strickland 3,000
Robert J. Tarr, Jr. 9,000(11)
Other Named Executive Officers
Richard A. Anicetti 51,337(12)
Paul A. Fritzson 48,773(13)
Ronald C. Hodge 46,979(14)
Blythe J. McGarvie 28,872(15)
All Executive Officers and Directors
as a Group 11,658,372(16) 27.6
<PAGE>
(1) Includes 6,267 shares that Mr. Allbright has the right to acquire within 60
days by exercise of stock options.
(2) Includes 3,830 shares that Mr. Bolinder has the right to acquire within 60
days by exercise of stock options.
(3) Includes 3,830 shares that Mr. End has the right to acquire within 60 days
by exercise of stock options.
(4) Includes 76 shares owned by Mr. Farrington's wife. Also includes 163,379
shares that Mr. Farrington has the right to acquire within 60 days by
exercise of stock options.
(5) Includes 6,267 shares that Mr. Lochridge has the right to acquire within 60
days by exercise of stock options.
(6) Includes 3,830 shares that Ms. Love has the right to acquire within 60 days
by exercise of stock options.
(7) Includes 1,680 shares that Mr. Murray has the right to acquire within 60
days by exercise of stock options.
(8) Includes 1,500 shares owned by Dr. Salmon's wife.
(9) John Robert Sobey, because of business and family relationships, may be
deemed to be the beneficial owner of some or all of 10,835,921 shares of
Hannaford Common Stock held by the Sobey Parties. John Robert Sobey
expressly disclaims any beneficial ownership.
(10) David F. Sobey, because of business and family relationships, may be deemed
to be the beneficial owner of some or all of 10,835,921 shares of Hannaford
Common Stock held by the Sobey Parties. David F. Sobey expressly disclaims
beneficial ownership of all except 36,110 of said shares (See "Voting
Securities of the Company," Page 1).
(11) Includes 1,500 shares held in a family charitable trust.
(12) Includes 41,016 shares that Mr. Anicetti has the right to acquire within 60
days by exercise of stock options.
(13) Includes 38,530 shares that Mr. Fritzson has the right to acquire within 60
days by exercise of stock options.
(14) Includes 38,226 shares that Mr. Hodge has the right to acquire within 60
days by exercise of stock options.
(15) Includes 23,893 shares that Mrs. McGarvie has the right to acquire within
60 days by exercise of stock options.
(16) Includes 3,276 shares held by immediate family members. Also includes
386,049 shares which may be acquired within 60 days by exercise of stock
options.
<PAGE>
ELECTION OF DIRECTORS
The Articles of Incorporation of the Company provide for a Board of
Directors of not fewer than seven nor more than eighteen members, as from time
to time may be determined by resolution of the shareholders or the Directors.
The Board of Directors is divided into three classes, each such class having a
three-year term of office with the term of office of one such class expiring at
the Annual Meeting of Shareholders each year. The term of the Class III
Directors expires at the upcoming Meeting.
The nominees for election as Class III Directors at this Meeting are Robert
D. Bolinder, Richard K. Lochridge, Renee M. Love and Robert J. Murray, all of
whom are current Class III Directors who are standing for re-election. Ms. Love
and Messrs. Bolinder, Lochridge and Murray have consented to serve as Directors
if elected. Should any nominee become unavailable for election (which is not
presently anticipated), the discretionary authority provided in the proxy may be
exercised to vote for a substitute. No proxy may be voted for more than four
nominees for Class III Directors. Candidates receiving the greatest number of
votes cast will be elected to the Board. (Abstentions and broker non-votes will
not affect the tally of votes cast in the election. A "non-vote" occurs when a
broker or other fiduciary, holding shares for a beneficial owner, votes on one
proposal but lacks authority from such owner to vote on another proposal.)
The following table sets forth for each Director, his or her name,
principal occupations or employment for at least the past five years, class of
directorship, age on March 23, 1999, and year first elected a Director.
Principal Occupation Director
Name or Employment Age Since
CLASS I (Term expires at the 2000 Annual Meeting)
Bruce G. Allbright(1) Retired President, Dayton Hudson 70 1991
(Retiring May 19, 1999) Corporation, Minneapolis, Minnesota
William T. End(2) Chairman and Chief Executive Officer, 51 1995
Cornerstone Brands, Inc.,
Portland, Maine (Catalog Retailer);
President and Chief Executive Officer,
Lands' End, Inc., 1991 to 1995.
Claudine B. Malone(3) President, Financial & Management 62 1991
Consulting, Inc., McLean, Virginia
Dr. Walter J. Salmon(4) Stanley Roth, Sr., Professor 68 1964
of Retailing, Emeritus, Harvard
University Graduate School
of Business Administration,
Boston, Massachusetts
John Robert Sobey(5) President & Chief Operating Officer, 50 1998
Sobeys Canada Inc., Stellarton,
Nova Scotia
<PAGE>
CLASS II (Term expires at the 2001 Annual Meeting)
Hugh G. Farrington(6) Chief Executive Officer since 54 1981
May 1992; President since 1984;
Executive Vice President
1981 to 1984; Senior Vice
President 1980 to 1981; Vice
President 1977 to 1980
David F. Sobey(7) Chairman of the Board, 67 1981
Sobeys Canada Inc., Stellarton,
Nova Scotia
Robert L. Strickland(8) Retired Chairman of the Board, 68 1994
Lowe's Companies, Inc., Winston-Salem,
North Carolina
Robert J. Tarr, Jr.(9) Consultant; formerly President, Chief 55 1998
Executive Officer and Chief Operating
Officer, Harcourt General, Inc. and
The Neiman Marcus Group, Inc., Boston,
Massachusetts from 1991 to 1997
CLASS III (Term expires at this Annual Meeting)
Robert D. Bolinder(10) President, Robert D. Bolinder 67 1984
Associates, Management Consultants,
Boise, Idaho; retired Executive
Vice President, Smith's Food and
Drug Centers, Inc., Salt Lake City,
Utah
Richard K. Lochridge(11) President, Lochridge & Company, Inc., 55 1993
Boston, Massachusetts (Management
Consulting)
Renee M. Love(12) Chairman and Chief Executive Officer, 53 1996
Omega Group, Inc., Bryn Mawr,
Pennsylvania (Strategic Consulting)
Robert J. Murray(13) Chairman, President and Chief 56 1997
Executive Officer, New England
Business Service, Inc., Groton,
Massachusetts; formerly Executive
Vice President of the North Atlantic
Group of The Gillette Company,
Boston, Massachusetts, from 1991 to 1995
<PAGE>
(1) Mr. Allbright is a member of the Human Resources Committee of the Board. He
is also a Director of TCF Financial and G & K Services.
(2) Mr. End is Chairperson of the Human Resources Committee of the Board and is
a member of the Corporate Governance Committee of the Board. Prior to
rejoining the Board in 1995, Mr. End served as a Hannaford Director from
1983 to 1993.
(3) Ms. Malone is Chairperson of the Audit Committee of the Board and a member
of the Corporate Governance Committee of the Board. She is also a Director
of Hasbro, Inc.; Houghton Mifflin Company; The Limited, Inc.; Union Pacific
Resources; Dell Computer Corporation; Lowe's Companies, Inc.; Lafarge
Corporation; Mallinckrodt Group; and SAIC. She is a Trustee of the
Massachusetts Institute of Technology and is Chairperson of the Federal
Reserve Bank of Richmond.
(4) Dr. Salmon is Chairman of the Board, Chairperson of the Executive Committee
of the Board and a member of the Finance and Corporate Governance
Committees of the Board. He is also a Director of Luby's Cafeterias, Inc.;
Circuit City Stores, Inc.; The Neiman Marcus Group, Inc.; The Quaker Oats
Company; Harrah's Entertainment, Inc; Cole National Corporation; and
PetsMart, Inc. He is also a Director of the Tufts Health Plan and the
Harvard Business School Publishing Company.
(5) Mr. John Robert Sobey is a member of the Audit Committee of the Board. He
is also a Director of Empire Company Limited and Sobeys Canada Inc.
He is a cousin of Director David F. Sobey.
(6) Mr. Farrington is a member of the Executive Committee of the Board. He is
also a Director of Sobeys Canada, Inc.
(7) Mr. David Sobey is a member of the Executive Committee of the Board. He is
also a Director of Empire Company Limited; Sobeys Canada Inc.; and CHC
Helicopter Corporation. He is a cousin of Director John Robert Sobey.
(8) Mr. Strickland is Chairperson of the Corporate Governance Committee of the
Board and is a member of the Human Resources and Executive Committees of
the Board. He is also a Director of Lowe's Companies, Inc.; Krispy Kreme
Corp.; and T. Rowe Price Associates, Inc.
(9) Mr. Tarr is a member of the Audit and Finance Committees of the Board. He
is also a Director of Houghton Mifflin Company; and John Hancock Mutual
Life Insurance Company.
(10) Mr. Bolinder is Chairperson of the Finance Committee of the Board and a
member of the Corporate Governance Committee of the Board. He is also a
Director of Idaho Power Company.
(11) Mr. Lochridge is a member of the Executive, Finance and Human Resources
Committees of the Board. He is also a Director of Lowe's Companies, Inc.;
and PetsMart, Inc.
(12) Ms. Love is a member of the Audit and Finance Committees of the Board. (13)
Mr. Murray is a member of the Audit and Finance Committees of the Board.
He is also a Director of Allmerica Financial Corporation; Fleet National
Bank; LoJack Corporation; and New England Business Service, Inc.
<PAGE>
INFORMATION CONCERNING THE BOARD OF
DIRECTORS AND BOARD COMMITTEES
Meetings
During 1998 the Board of Directors of the Company held six meetings. Each
Director attended 75% or more of the total Board and Committee meetings he or
she was eligible to attend in 1998.
Committees
The Company has an Audit Committee, Human Resources Committee, Corporate
Governance Committee and Finance Committee, each consisting of non-management
members of the Board, and an Executive Committee, consisting of management and
non-management members. Each Committee is elected by the Board of Directors.
The Audit Committee's function is to oversee the work of the Company's
internal and external auditors and to monitor the adequacy of the accounting and
internal control system. The Committee met on seven occasions during 1998.
The Human Resources Committee reviews the compensation of the Directors and
senior executives and makes recommendations to the Board with respect to
proposed changes in compensation programs. The Committee has broad discretion
over the administration of various compensation plans of the Company, and, in
certain instances, has the authority to directly amend benefit plans. The
Committee met on four occasions during 1998.
The Corporate Governance Committee reviews various matters concerning the
Board's role and the relationship between the Board and senior management. For
example, the Committee makes recommendations on the composition of Board
committees and is charged with overseeing the Board's processes for evaluating
performance of the Chairman of the Board, the Chief Executive Officer and
individual Directors. The Committee is also responsible for nominating
candidates for election to the Board and will consider suggestions from
shareholders on Director nominations. Suggested nominees will be evaluated on
the basis of their qualifications and the long-range objectives of the Company.
See "Shareholder Proposals" at page 16 below for a description of procedures by
which a shareholder may nominate one or more candidates for election to the
Board. The Corporate Governance Committee met on four occasions during 1998.
The Finance Committee oversees and makes recommendations to the Board with
respect to financial structure, dividend policy and related matters. It also
serves as the named fiduciary responsible for overseeing the investment of the
assets of the Company's tax-qualified retirement plans. The Committee met on
four occasions during 1998.
<PAGE>
The Executive Committee's primary function is to act on behalf of the Board
at times when it is impractical to call a special meeting of the entire Board.
The powers of the Executive Committee are limited by the Bylaws of the Company
and by applicable Maine law. For example, the Committee is not permitted to
amend the Articles of Incorporation or Bylaws of the Company or to adopt any
plan of merger or consolidation on behalf of the Board. Pursuant to an amended
Standstill Agreement, the Sobey Parties are entitled to designate one member of
the Executive Committee. See "Agreement with Sobey Parties," page 15. The
Committee did not meet during 1998.
Directors' Compensation
Each non-management Director is paid an annual retainer of $26,000 for
services as a Director. Non-management Directors (other than Dr. Walter J.
Salmon) receive fees of $1,000 for each Board meeting attended and $1,000 for
each committee meeting attended. Committee Chairpersons receive an additional
annual retainer of $2,500 for such services. Hugh G. Farrington (the only
management member of the Board) receives no additional compensation for his
services as a Director. All Directors are reimbursed for any out-of-pocket
expenses incurred in attending Board and committee meetings.
Dr. Salmon also receives $84,000 per year, which covers his services as
Chairman of the Board and Chairperson of the Executive Committee, his Board and
committee meeting attendance fees and the additional consulting services he
provides.
The Company maintains a Stock Ownership Plan for Outside Directors which
offers non-management Directors a potential source of performance-based deferred
compensation tied to the long-term performance of the Company as measured by the
price of its Common Stock.
Performance Shares. Under the Plan, each non-management Director is credited
annually with a specified number of "performance shares", whose value will
be determined over a five-year "performance period". (In the event that a
Director leaves the Board before age 70, except in the case of death or
disability, the performance period for each outstanding award will terminate
at the end of the fiscal year in which the Director ceases to be a member of
the Board.) At the end of the performance period for a given award, the
number of performance shares is multiplied by the increase (if any) in the
trading price of the Common Stock over such period. The resulting figure (in
dollars) is then credited to a
<PAGE>
deferral account for the Director, where it is treated as if it were
invested in Common Stock of the Company (with adjustments to reflect
reinvestment of dividends paid on such stock and changes in the trading
price of the stock). The following Directors hold the number of common
share equivalents indicated: Mr. Allbright, 2,369; Mr. Bolinder, 3,876;
Mr. End, 1,108; Mr. Lochridge, 1,010; Ms. Malone, 2,369; Dr. Salmon,
4,422; and Mr. D. Sobey, 4,058.
Generally, amounts credited to a Director's deferral account will be paid to
her or him in a lump sum or in monthly installments over a period not to
exceed 10 years. Payments may not begin until the Director leaves the Board
or reaches age 70, whichever is later. All payments from the Plan are made
in cash.
For 1998 each non-management Director received an award under the Plan
of 1,400 performance shares. The number of performance shares
presently held by the non-management Directors are: Mr. Allbright,
6,900; Mr. Bolinder, 6,900; Mr. End, 5,300; Mr. Lochridge, 6,900;
Ms. Love, 3,600; Ms. Malone, 6,900; Mr. Murray, 2,200; Dr. Salmon, 6,900;
Mr. D. Sobey, 6,900; Mr. J. Sobey, 1,000; Mr. Strickland, 6,900; and
Mr. Tarr, 1,000. As described above, the ultimate value of the
performance shares will vary depending upon the future market price of
the Company's Common Stock.
The Plan also allows non-management Directors to receive stock options in
lieu of their annual retainers or to defer their compensation, as described
below.
Stock Options. Each non-management Director may elect to receive his or her
annual retainer in the form of a stock option rather than cash. This
election must be made by the Director before January 1 of the relevant year,
and cannot be made for less than the entire annual retainer for that year.
If so elected, the stock option is granted as of the first trading day of
the new year. The option entitles the Director to purchase Common Stock at
an exercise price equal to 100% of the closing price of Hannaford Common
Stock on the New York Stock Exchange as of the grant date. The number of
shares covered by the option is set by formula and equals (i) three times
the annual retainer, divided by (ii) the closing price per share of the
Common Stock on the grant date. The exercise price is payable in cash or
previously acquired stock (or any combination thereof) at the time of
exercise. The option becomes exercisable one year after the date of grant,
but will be forfeited if for any reason (other than a "change in control
event" as defined) the Director's service on the Board terminates before
December 31 of that year. (If the option is forfeited, the Director will
receive a cash payment for the portion of the annual retainer earned through
the termination date.) Each option will expire ten years from the date of
grant if not exercised.
<PAGE>
Deferral of Compensation. Each non-management Director may at any time (but
not more frequently than once a year) elect to defer receipt of any Director
compensation (i.e., annual retainer, meeting fees, committee chairperson
retainer, and consulting fees) that would otherwise be paid to him or her in
cash. The deferral period expires upon termination of the Director's service
on the Board. The Director must designate at the time of the deferral
election whether the compensation deferred is ultimately to be paid in stock
or in cash.
Stock Deferral. Whenever the Director would otherwise receive payment
of compensation, the Company will credit to his or her account that
number of stock units which equals (i) the amount deferred, divided by
(ii) the closing price per share of the Common Stock on the deferral
date. Payout of the deferred amounts will be made in the form of Common
Stock.
Cash Deferral. Whenever the Director would otherwise receive payment of
compensation, the Company will credit the payment amount to the
Director's account and will thereafter credit the account with interest
at the rate paid on five-year Treasury notes.
The Company has established stock ownership guidelines for Directors. The
guidelines encourage each Director to acquire and maintain an interest in
Hannaford stock having a value of at least five times the annual retainer. The
stock equivalents, stock options and stock deferral units, described above,
under the Stock Ownership Plan are counted toward this target. The guidelines
and the Stock Ownership Plan are intended to further align the interests of the
Directors and shareholders. For a description of stock ownership of the
Directors holdings of Hannaford stock and stock options, see the table and
accompanying notes on page 2.
<PAGE>
<TABLE>
COMPENSATION OF EXECUTIVE OFFICERS
Summary Compensation Table
The following table provides information concerning compensation paid to the
named executive officers for the past three years.
Long Term
Compensation
Annual Compensation Awards Payouts
Name and Securities LTIP All Other
Principal Salary Bonus Underlying Payouts(1) Compensation
Position Year ($) ($) Options (#) ($) ($)
<S> <C> <C> <C> <C> <C> <C>
Hugh G. Farrington 1998 437,000 233,402 24,448 89,030 19,010(2)
President and 1997 428,077 213,847 30,981 111,462 2,625
Chief Executive Officer 1996 400,000 175,000 29,630 75,591 2,625
Ronald C. Hodge 1998 242,277 128,881 9,310 21,192 11,333(3)
Executive Vice President - 1997 203,846 101,779 8,717 24,060 2,625
Sales & Northeast Operations 1996 185,000 80,938 37,367 13,362 2,625
Richard A. Anicetti 1998 221,877 118,285 8,235 20,460 9,945(4)
Executive Vice President - 1997 203,846 101,779 6,256 23,926 6,000
Southeast Operations 1996 185,000 80,938 37,367 13,043 6,000
Paul A. Fritzson 1998 218,723 116,651 9,985 20,353 9,812(5)
Executive Vice President - 1997 203,846 101,779 6,256 23,931 2,625
Strategic Development 1996 185,000 80,938 37,367 16,022 2,625
Blythe J. McGarvie 1998 218,723 116,651 8,056 20,468 9,812(5)
Executive Vice President and 1997 203,846 101,779 7,946 22,424 2,625
Chief Financial Officer 1996 185,000 80,938 6,597 8,680 2,625
(1) Reflects payouts under the Long Term Incentive Plan for the three-year
award period ending in the stated year.
(2) Reflects contributions of $4,800 under the qualified Savings and Investment
Plan, contributions of $12,667 and interest of $1,543 under the
Nonqualified Savings and Investment Plan.
(3) Reflects contributions of $4,800 under the qualified Savings and Investment
Plan, contributions of $5,345 and interest of $1,188 under the Nonqualified
Savings and Investment Plan.
(4) Reflects contributions of $4,800 under the qualified Savings and Investment
Plan, contributions of $4,052 and interest of $1,093 under the Nonqualified
Savings and Investment Plan.
(5) Reflects contributions of $4,800 under the qualified Savings and Investment
Plan, contributions of $3,930 and interest of $1,082 under the Nonqualified
Savings and Investment Plan.
</TABLE>
<PAGE>
<TABLE>
Option Grants in Last Fiscal Year
The following table provides information on option grants to the named executive
officers during the past year. No stock appreciation rights ("SARs") were
granted during this period.
Individual Grants(1)
Number of
Securities % of Total
Underlying Options
Options Granted to Exercise or Grant Date
Granted Employees in Base Price Expiration Present
Name (#) Fiscal year ($/Share) Date Value(2)
<S> <C> <C> <C> <C> <C>
Hugh G. Farrington 24,448 4.1% $44.6875 05/19/08 $275,773
Ronald C. Hodge 9,310 1.5% 44.6875 05/19/08 105,017
Richard A. Anicetti 8,235 1.4% 44.6875 05/19/08 92,891
Paul A. Fritzson 8,056 1.4% 44.6875 05/19/08 90,872
(3) 644 45.00 05/13/01 2,995
(3) 389 45.00 05/19/04 2,824
(3) 896 45.00 05/24/05 7,141
Blythe J. McGarvie 8,056 1.4% 44.6875 05/19/08 90,872
(1) All options were granted under the 1998 Stock Plan at 100% of market price
at the date of grant. All options (other than reload options) are fully
exercisable three years after grant (with one third becoming exercisable
each year after grant). The exercise price may be paid in cash or by
surrender of currently owned Common Stock (valued at 100% of market price).
Payment in shares entitles the holder to a "reload" option for that number
of shares. Each reload option generally becomes exercisable one year after
grant and carries the same expiration date as the original option.
(2) Computed under the Black-Scholes method based on one-half of the full
stated option term. For options expiring 5/19/08, assumes an interest rate
of 5.65%, annual dividend yield of 1.4% and volatility of 20.17%. For
reload options expiring 5/13/01, 5/19/04 and 5/24/05, assumes an interest
rate of 4.55%, annual dividend yield of 1.4% and volatility of 19.50%.
(3) Reload option granted upon exercise of the underlying option through a
surrender of Common Stock. See note (1) above.
</TABLE>
<PAGE>
<TABLE>
Aggregated Option Exercises in Last Fiscal Year and
Fiscal Year-End Option Values
The following table provides information on option exercises by the named
executive officers during the past year and the value of such officers'
unexercised options at January 2, 1999, the last day of the Company's fiscal
year. No SARs were outstanding during this period.
Number of Value of
Securities Underlying Unexercised
Value Unexercised Options In-the-Money
Shares Acquired on Realized At FY-End (#) Options at FY-End (2)($)
Name Exercise (#) (1)($) Exercisable Unexercisable Exercisable Unexercisable
<S> <C> <C> <C> <C> <C> <C>
Hugh G. Farrington 0 0 136,255 52,519 3,713,015 761,002
Ronald C. Hodge 0 0 30,838 46,450 785,799 834,569
Richard A. Anicetti 875 22,586 33,987 45,375 938,343 825,633
Paul A. Fritzson 3,667 78,156 31,560 47,125 864,815 839,577
Blythe J. McGarvie 500 9,000 19,235 14,426 458,825 193,360
(1) Amounts in this column reflect the market price of the Common Stock at the
date of exercise, minus the exercise price of the option.
(2) Amounts in this column reflect the market price of the Common Stock on
December 31, 1998 ($53.00 per share), minus the exercise price of the
option. All options were granted at 100% of market price on the date of
grant. The term "in-the-money" refers to options having an exercise price
less than the year-end market price.
</TABLE>
<PAGE>
<TABLE>
Long Term Incentive Plan - Awards in Last Fiscal Year
The following table provides information on long term incentive awards granted
to the named executive officers. All awards were granted under the 1993 Long
Term Incentive Plan and cover the three-year performance period beginning in
1998.
Estimated Future Payouts
Number of Shares, Performance or Under Non-Stock Price-Based Plans
Units or Other Other Period
Rights(1)(#) Until Threshold(2) Target(2) Maximum(2)
Maturation or ($) ($) ($)
Payout
<S> <C> <C> <C> <C> <C>
Hugh G. Farrington 16.67% of Cash Fiscal 113,384 343,587 515,381
Compensation 1998-2000
Ronald C. Hodge 8% of Cash Fiscal 31,643 95,887 143,830
Compensation 1998-2000
Richard A. Anicetti 8% of Cash Fiscal 28,304 85,769 128,654
Compensation 1998-2000
Paul A. Fritzson 8% of Cash Fiscal 27,757 84,113 126,170
Compensation 1998-2000
Blythe J. McGarvie 8% of Cash Fiscal 27,757 84,113 126,170
Compensation 1998-2000
<PAGE>
(1) The Plan provides for a "basic award" equal to a specified percentage of the
executive officer's salary and annual incentive compensation over the
three-year award period (Fiscal 1998-2000). The "actual award" subject to
payout is based on after-tax cumulative earnings per share (EPS) growth over
the three-year period.
(2) "Threshold", "target" and "maximum" refer, respectively, to 33%, 100% and
150% of the basic award. The target amount will be paid if the targeted EPS
growth is achieved. The threshold amount will be paid upon achievement of
67% of the targeted EPS growth. The maximum amount will be paid upon
achievement of 125% of the targeted EPS growth. Since the actual award is a
function of future compensation paid over three years, the amount of a
potential award cannot presently be determined. The amounts set forth are
for illustrative purposes only and are computed on the assumptions that (i)
cash compensation for each officer during the award period increases by 4%
per year and (ii) the Company meets the relevant performance goal. The Human
Resources Committee may decrease an executive officer's payout if it
determines his or her performance to be inconsistent with the amount of the
award.
</TABLE>
<PAGE>
Pension Plan
Under the Retirement Plan, renamed the Cash Balance Plan, effective January
1, 1998, benefits are expressed as cash balance accounts. The conversion to a
cash balance design included an adjustment for participants who have fewer years
to accrue future benefits under the cash balance formula. The Cash Balance Plan
provides each month for (i) a contribution credit equal to 3% of a participant's
base compensation for the month, and (ii) an interest credit at the one year
U.S. Treasury bill rate as of October of the preceding year, plus 1/2 of 1%, on
the beginning account balance for the month. For the 1998 plan year the interest
rate was 5.68%. Plan benefits are payable in a lump sum or as a monthly pension
of equivalent actuarial value.
The following table sets forth aggregate estimated annual benefits payable
to the named executive officers under the Cash Balance Plan and the Supplemental
Executive Retirement Plan. The table reflects benefits accrued through 1998 and
payable at the normal retirement age of 65 in the form of a single life annuity.
The Supplemental Executive Retirement Plan provides a contribution credit and an
interest credit, like those provided in the tax-qualified Cash Balance Plan,
that are based on compensation not taken into account under the Cash Balance
Plan because of Internal Revenue Code requirements for tax-qualified plans.
NAME ESTIMATED ANNUAL BENEFIT
Hugh G. Farrington $174,009
Ronald C. Hodge 38,553
Richard A. Anicetti 20,549
Paul A. Fritzson 42,167
Blythe J. McGarvie 7,446
<PAGE>
Other Contracts with Executive Officers
Set forth below is a summary of other employment-related contracts with the
executive officers named in the Summary Compensation Table.
Employment Continuity Agreements
The Company has Employment Continuity Agreements with each of the named
executive officers. The agreements provide for severance benefits upon
termination of employment within two years after a "change in control", unless
the termination is "for cause," or is voluntary without "good reason," as those
terms are defined in the agreements.
The severance benefit for Mr. Farrington includes a cash payment equal
to three times his base salary and annual incentive award, continuation of
employee benefits for 36 months, and an additional 36 months of employer
contributions under the Nonqualified Savings and Investment Plan and the
Supplemental Executive Retirement Plan. The severance benefit for the other
named executive officers includes a cash payment equal to two times the
officer's base salary and annual incentive award, continuation of employee
benefits for 24 months, and an additional 24 months of employer contributions
under the Nonqualified Savings and Investment Plan and the Supplemental
Executive Retirement Plan. The severance benefit also includes acceleration of
payments under the Deferred Compensation Plan, payment of awards earned under
the Annual Incentive Plan prior to termination, and such benefits and rights as
are provided under the Company's Long Term Incentive Plan and stock plans.
Upon the occurrence of a change in control, the Company is required to
place sufficient assets in a separate trust to secure the payment of benefits
under the Employment Continuity Agreements, the Nonqualified Savings and
Investment Plan and the Supplemental Executive Retirement Plan. These trust
assets will, however, remain subject to the claims of other creditors of the
Company. If and to the extent that trust assets are insufficient to meet the
Company's obligations under the agreements and plans, the Company will be
required to pay such benefits from its general assets.
<PAGE>
HUMAN RESOURCES COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Compensation Philosophy
Compensation should be:
- Aligned with the Company's business strategies and shareholder interests.
- Based on performance by the Company, the business unit (where
applicable), and the individual.
- Competitive in the marketplace in which the Company competes for
executives.
- Based on the same principles that apply to other salaried associates,
except that executives should have a greater portion of their
compensation at risk.
Therefore:
- A significant portion of compensation for executives is tied to
measures of performance of the business as a whole.
- Executive compensation is tied to both short and long-term business
results. In addition to rewards for annual results, executives are
rewarded for achieving sustained long-term results.
- The interests of executives are linked to those of shareholders through
Company stock ownership and options. The Company has established stock
ownership guidelines for executives as a multiple of salary depending on
position (CEO: 5; Executive Vice President and Senior Vice President: 3;
Vice President: 2).
In addition:
- Special benefits and perquisites for executives are minimized and based
on business necessity.
- The income tax deductibility of executive compensation is preserved to
the extent consistent with the Company's compensation philosophy.
Compensation Structure
Executive pay consists of base salary, annual incentives, stock options and
other long-term incentives, and benefits. If the Company achieves its short and
long-term goals, long-term incentive plan awards and stock options account for
one-half of total compensation for the CEO, and one-third of total compensation
for other senior officers.
Salary. Salary ranges for each position reflect the skills required and the
scope of responsibility for the position. Salary increases are based on
individual performance and competitive data. Overall, 1998 salary levels
corresponded to approximately the median level of surveyed companies. The salary
of the CEO is below median because a greater portion of his compensation is paid
through performance-based awards.
Annual Incentive Plan. If the Company achieves an annual performance goal
based on profit objectives set by the Board of Directors, executives receive
target awards equal to 50% of their salary. Actual award payments range from 0%
to 125% of the targeted amount, depending on Company performance. No awards are
earned unless the Company attains at least 85% of the performance goal
(representing 93% of its annual profit objective for 1998). The Board may adjust
the amount awarded to any executive to reflect individual performance, but no
such adjustment has been made for the last three fiscal years.
Stock Options. Executives receive stock options each year entitling them to
purchase shares of Hannaford stock at an option price equal to the fair market
value of the stock on the date of grant. The number of shares that each
executive may purchase pursuant to the option is determined by multiplying the
executive's salary by a percentage (CEO: 250%; Executive Vice President: 160%;
Senior Vice President: 110%; and Vice President: 80% - 110%) and dividing the
result by the market price of the stock on the date of grant.
Long Term Incentive Plan. The Long Term Incentive Plan rewards senior
executives for sustained growth in earnings per share (EPS) over a designated
three-year period. Actual award payments vary from 0% to 150% of the "basic
award" depending on the Company's growth in EPS relative to performance goals.
The basic award is expressed as a percentage of salary and incentive pay for the
three-year period (CEO: 16.67%; Executive Vice President and Senior Vice
President: 8%; Vice President: 4.5 - 8%). Executives receive 50% of their award
in Company stock which must be held for at least two years, and the remainder in
cash to meet tax withholding requirements. The Committee may adjust any
executive's payout if his or her performance is inconsistent with the amount of
the award, but no such adjustment has been made for the last three fiscal years.
Retirement Plans. Because current law limits the retirement benefits
payable to executives from tax-qualified plans, the Company maintains a
nonqualified Supplemental Executive Retirement Plan and a Nonqualified Savings
and Investment Plan in addition to the tax-qualified pension and 401(k) plans.
The combined benefits from these plans equal the amount that would be payable to
executives under the tax-qualified plans if no tax law limits were in place.
Other Benefit Plans. Executives may participate in a number of other
broad-based benefit plans, including the Employee Stock Purchase Plan and
various health and welfare benefit plans.
Compensation of CEO in 1998
Salary. Hugh G. Farrington, CEO, received a 4.0% increase in salary to
$437,000 per year, effective January 1, 1998. The increase was based on:
- his performance
- the desired mix of salary, short-term and long-term compensation
- a review of competitive data.
Annual Incentive Plan. Because the Company achieved 103% of its annual
profit objective in 1998, Mr. Farrington, like other senior executives, received
106.9% of the target award ($233,402), equal to 53.4% of his 1998 salary.
Long Term Incentive Plan. The Company's growth in earnings per share for
the period 1996-1998 entitled Mr. Farrington to a payout of 28.1% of the basic
award ($89,029), paid 50% in Company stock and 50% in cash. Pursuant to its
authority under the Plan, the Committee determined earnings per share without
regard to a 1997 non-cash impairment charge during the period arising under SFAS
No. 121.
Mr. Farrington's basic award level for the next three-year period
(1999-2001) is set at 16.67% of his salary and annual incentive pay during
that period.
Stock Option Plan. In 1998, Mr. Farrington received a stock option grant
equal to 250% of his salary, entitling him to purchase 24,448 shares of
Hannaford stock at a price equal to market price of the stock on the
date of grant.
Governance
The Human Resources Committee of the Board of Directors reviews and
approves all compensation arrangements for executives. The Committee, which
consists entirely of non-management Directors, retains independent consultants
for advice on compensation matters. It also considers recommendations
from management and the Board.
Each year, the Committee reviews the Company's compensation practices and
the level of compensation of the Chief Executive Officer in light of the Board's
annual performance evaluation.
The Committee sets compensation at levels appropriate to attract and retain
high-quality individuals. For competitive reference, the Committee uses surveys
of executive compensation at a variety of food industry and other retail
companies, as well as comparisons of pay levels and financial performance at
companies included in the stock performance graph shown on page 14.
As the Committee, we believe the Company's compensation programs during
1998 have met our objectives.
Respectfully submitted,
WILLIAM T. END, Chairman
BRUCE G. ALLBRIGHT
RICHARD K. LOCHRIDGE
ROBERT L. STRICKLAND
<PAGE>
MARKET PRICE PERFORMANCE
OF THE COMPANY'S COMMON STOCK
The following graph provides information on the five-year cumulative total
return on Hannaford Bros. Co. Common Stock as compared to the S&P 500 Index, and
an index consisting of retail food and grocery companies having shares listed on
a national securities exchange.
DATA POINTS
1993 1994 1995 1996 1997 1998
---- ---- ---- ---- ---- ----
Hannaford Bros. Co. 100 120 118 166 215 266
S&P 500 100 101 139 171 229 294
Retail Food/Grocery 100 107 133 173 227 351
Assumes $100 invested on December 31, 1992 in Hannaford Bros. Co. Common Stock,
the S&P 500 Index, and a retail food and grocery index, with reinvestment
of all dividends.
The retail food and grocery index includes the following companies:
Albertson's, Inc. Kroger Company
American Stores Co. Marsh Supermarkets, Inc.
Eagle Food Centers, Inc. Penn Traffic Company
Food Lion, Inc. Ruddick Corporation
Fred Meyer, Inc. Safeway, Inc.
Great Atlantic & Pacific Tea Co. Weis Markets, Inc.
Hannaford Bros. Co. Winn Dixie Stores, Inc.
Ingles Markets, Inc.
The list of companies included in the retail food and grocery index was revised
this year. One company, Giant Food, Inc., which was previously included in the
index, is no longer a publicly traded company. Eagle Food Centers, Inc. and
Ingles Markets, Inc. have been added.
For purposes of computing this index, the returns of the companies have
been weighted according to their respective stock market capitalizations.
<PAGE>
OTHER MATTERS RELATING TO
THE COMPANY'S DIRECTORS AND OFFICERS
Section 16(a) Beneficial Ownership Reporting Compliance
Under Section 16(a) of the Securities Exchange Act of 1934, certain persons
associated with the Company (directors, executive officers, and beneficial
owners of more than 10% of the outstanding Common Stock) are required to file
with the Securities and Exchange Commission and the New York Stock Exchange
various reports disclosing their ownership of Company securities and changes in
such ownership. To the Company's knowledge, all requisite reports for 1998 were
filed in a timely manner, except for Director Renee M. Love who reported one
purchase transaction on a January 1999 Form 5, that should have been earlier
reported on Form 4.
Agreement with Sobey Parties
Since September 16, 1981, the Company and the Sobey Parties have been
parties to an agreement (the "Standstill Agreement"), which has been amended and
extended from time to time. On May 14, 1996, the Company and the Sobey Parties
further extended the term of such agreement and amended various terms thereof.
Under the Standstill Agreement as amended and extended, the Sobey Parties
have agreed not to increase their percentage ownership of the Company's voting
stock above the current level of approximately 25.6% of the outstanding shares,
except in certain circumstances specified by the Standstill Agreement. The Sobey
Parties have also agreed that they will not purchase any shares of the Company's
voting stock except as contemplated by the Standstill Agreement, engage in a
proxy contest relating to election of the Company's directors or certain other
matters or enter into a voting trust agreement for the purpose of acquiring
control of the Company. In addition, the Sobey Parties are restricted in their
right to sell shares of the Company's voting stock owned by them.
Under the Standstill Agreement, the Sobey Parties have certain rights to
purchase securities from the Company to maintain their percentage ownership of
the Company's voting stock and to maintain specified percentage ownership
margins between their percentage ownership and that of the next largest
shareholder. The specified margin is 13.5% (an arbitrary ownership margin
negotiated by the parties at the time of the original Standstill Agreement),
except that the margin is reduced to 5% in the case of certain shareholders that
enter into separate standstill agreements with the Company. In the event that
the Standstill Agreement permits the Sobey Parties to increase their percentage
ownership in excess of approximately 25.6%, the Sobey Parties are required to
place such excess shares in a voting trust pursuant to which the shares will be
voted in proportion to the votes of small shareholders (generally, the holders
of 5% or less of the Company's voting stock who are
<PAGE>
not affiliated with management of the Company). In cases where the Sobey Parties
are entitled to purchase more than $5 million of shares from the Company, the
Sobey Parties have certain rights to defer the purchase of their shares over
specified periods of time ranging from 90 days to three years. The Company has
agreed to use its best efforts to cause two nominees of the Sobey Parties to be
elected as Directors of the Company and to place one nominee of the Sobey
Parties on the Executive Committee of the Board. Presently, David F. Sobey and
John Robert Sobey serve as the Sobey Parties' designees on the Board and David
F. Sobey as the designee on the Executive Committee. The Company has also agreed
to certain restrictions on its ability to issue voting stock in connection with
business acquisitions or otherwise to place large blocks of voting stock in the
hands of a single person or group. In general, the Company has agreed not to
sell voting stock to any person or group that owns, or would thereby own, more
than 10% of the outstanding voting stock, except with the Sobey Parties' prior
consent. In the case of business acquisitions, such limit is increased to 15%,
provided that the Company obtains standstill agreements with such person or
group and its controlling person, if any. The Sobey Parties also have a right to
prevent the Company from entering into business acquisitions involving the
issuance of as many shares of the Company's voting stock as the Sobey Parties
then own. Such right is conditional on the Sobey Parties' delivery, at that
time, of an offer to sell all of their shares to the Company at specified market
prices (generally, the same prices being paid by third parties for the Company's
stock).
The Standstill Agreement will expire December 31, 1999, unless further
extended. The Agreement provides that its term will be automatically renewed for
successive one-year periods (but not beyond December 31, 2000) unless by July 31
of a given year either the Company or any of the Sobey Parties gives written
notice of an intention not to further extend the term of the Agreement. The
Sobey Parties have certain rights to terminate the Standstill Agreement,
including the right to terminate in the event of certain tender offers by third
parties or the accumulation of 25% or more of the outstanding voting shares of
the Company by a third party.
Other
Peter B. Webster, Clerk and Assistant Secretary of the Company, and Gregory
S. Fryer, Assistant Secretary of the Company, are partners in the law firm of
Verrill & Dana LLP, outside counsel to the Company.
RATIFICATION OF APPOINTMENT OF
INDEPENDENT PUBLIC ACCOUNTANTS
PricewaterhouseCoopers LLP were auditors for the fiscal year ended January
2, 1999, and subject to ratification by shareholders, have been appointed to
serve as auditors for the fiscal year ending January 1, 2000.
Representatives of PricewaterhouseCoopers LLP are expected to attend the
Meeting and to respond to appropriate questions from shareholders. The
representatives will have the opportunity to make a statement if they so desire.
<PAGE>
SHAREHOLDER PROPOSALS
Under Securities and Exchange Commission Rule 14a-8, shareholders may submit
proposals for inclusion in the Company's proxy materials for the 2000 Annual
Meeting of Shareholders. Any such proposals must be in proper written form,
addressed to the attention of the Secretary of the Company and received at the
Company's principal executive offices no later than December 7, 1999.
Shareholders may also raise for consideration at the 2000 Annual Meeting
proposals for which inclusion in the Company's proxy materials is not being
sought. Unless the proponent satisfies the notice requirements of SEC Rule
14a-4(c), proxyholders named in the Company's proxy will be permitted to
exercise discretionary voting authority on any such proposal. For purposes of
this rule, notice of a proposal for the 2000 Annual Meeting must be received in
proper written form at the Company's principal executive offices no later than
February 21, 2000.
The Company's Bylaws provide that any shareholder wishing to propose one or
more candidates for election as a Director at the Annual Meeting of Shareholders
in a given year shall, not earlier than January 1 nor later than February 28 of
that year, provide written notice of such intended nomination to the Secretary
of the Company. Such notice shall identify each proposed nominee and shall set
forth the same information regarding the shareholder and each nominee as would
be required to be set forth in a proxy statement under the proxy rules of the
Securities and Exchange Commission. Upon receipt of such notice, the Secretary
shall forward a copy thereof to the Corporate Governance Committee, which may
consider whether to recommend that the Board endorse the proposed candidate(s).
A shareholder who has satisfied these notice requirements shall thereafter be
entitled at the next Annual Meeting of Shareholders to place in nomination any
nominee so described, regardless of whether the Committee or the Board of
Directors has chosen to endorse the proposed candidate. This procedure for
nominations by shareholders is not intended to relieve any person from
obligations imposed under the proxy rules of the Securities and Exchange
Commission, or to obligate the Company to include in its proxy statement a
description of an intended Director nomination by a shareholder.
GENERAL
A copy of the Company's Annual Report for the fiscal year ended January 2,
1999, including financial statements, is enclosed herewith. It is not to be
regarded as proxy soliciting material. The cost of soliciting proxies on behalf
of the Board of Directors will be borne by the Company. In addition to the use
of the mails, proxies may be solicited personally, or by telephone or other
means of communication, by employees of the Company, none of whom will receive
additional compensation for such services or be specially hired for such
purposes. The Company will reimburse brokers and other custodians, nominees and
fiduciaries for out-of-pocket expenses reasonably incurred for sending proxy
materials to principals and obtaining their proxies. The Company's transfer
agent, Continental Stock Transfer & Trust Company, will assist in the
distribution of proxy material to nominee accounts and will assist in obtaining
their proxies. It is estimated that the fees and out-of-pocket expenses of such
firm, payable by the Company in connection with the solicitation, will be
approximately $1,000.
The Board of Directors is not aware of any matters to be brought before the
Meeting other than those set forth in this Proxy Statement. If any further
business is properly presented at the Meeting, the persons named in the proxies
will vote all shares represented according to their best judgment.
By order of the Board of Directors
/s/ Peter B. Webster
Clerk
April 5, 1999
PROXY CARD-----(FRONT)-------
HANNAFORD BROS. CO.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned appoints Hugh G. Farrington, Andrew P. Geoghegan and Blythe
J. McGarvie, or any one of them, proxies with full power of substitution, to
represent and vote all the shares of Common Stock of Hannaford Bros. Co. held by
the undersigned, at the Annual Meeting of Shareholders to be held May 19, 1999,
or any adjournment thereof.
1. TO ELECT FOUR CLASS III DIRECTORS
FOR all nominees listed below (except as marked to the contrary below)
WITHHOLD AUTHORITY to vote for all nominees listed below
(INSTRUCTION: To withhold authority to vote for any individual nomi-
nee strike a line through the nominee's name below)
Robert D. Bolinder, Richard K. Lochridge, Renee M. Love
or Robert J. Murray.
2. TO RATIFY THE APPOINTMENT OF AUDITORS FOR AGAINST ABSTAIN
3. In their discretion, upon such other matters as may properly come before the
meeting.
(To be signed on other side)
<PAGE>
--------(BACK)---------
THIS PROXY WHEN PROPERLY EXECUTED
WILL BE VOTED IN THE MANNER
DIRECTED HEREBY BY THE
UNDERSIGNED SHAREHOLDER. IF NO
DIRECTION IS MADE, THIS PROXY
WILL BE VOTED "FOR" PROPOSALS 1
and 2.
The undersigned hereby revokes
any proxy previously given and
acknowledges receipt of the
Notice of, and Proxy Statement
for,the aforesaid meeting and
a copy of the 1998 Annual Report.
Dated 1999
Signature(s)
Signature(s)
Executors, administrators,
trustees, partners, guardians,
attorneys and corporate officers
should add their titles as such.
PLEASE MARK, SIGN AS YOUR NAME
APPEARS ABOVE, DATE AND RETURN
THE PROXY CARD PROMPTLY, USING
THE ENCLOSED ENVELOPE.
