SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
(Rule 13d-101)
Amendment No. 14
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT
RULE 13d-2(a)
HANNAFORD BROS. CO.
(Name of Issuer)
Common Stock, $0.75 par value
------------------------------
(Title of Class of Securities)
510550 10 7
(CUSIP Number)
EMPIRE COMPANY LIMITED
115 King Street
Stellarton, Nova Scotia
BOK 1S0
902-755-4440
Attn: Allan D. Rowe,
Senior Vice President,
Chief Financial Officer and Secretary
------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
Copy to:
Milton G. Strom, Esq.
Skadden, Arps, Slate,
Meagher & Flom LLP
919 Third Avenue
New York, New York 10022
(212) 735-3000
May 3, 1999
-------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this Schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check
the following box: [ ]
CUSIP No. 510550 10 7
1. NAME OF REPORTING PERSON S.S. OR I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON:
EMPIRE COMPANY LIMITED
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)[ ]
(b)[ X ]
3. SEC USE ONLY
4. SOURCE OF FUNDS:
WC, AF, BK
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e):
[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION:
Canada (Nova Scotia)
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH
7. SOLE VOTING POWER
5,550,461
8. SHARED VOTING POWER
4,868,104*
9. SOLE DISPOSITIVE POWER
5,550,461
10. SHARED DISPOSITIVE POWER
4,868,104*
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
10,799,812*
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES:
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.6%*
14. TYPE OF REPORTING PERSON
CO
- --------
* See Item 5 of this Amendment to the Schedule 13D.
CUSIP No. 510550 10 7
1. NAME OF REPORTING PERSON S.S. OR I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON:
E.C.L. INVESTMENTS LIMITED
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)[ ]
(b)[ X ]
3. SEC USE ONLY
4. SOURCE OF FUNDS:
WC, OO, AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e):
[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION:
Canada (Nova Scotia)
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
4,868,104*
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
4,868,104*
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
4,868,104*
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES:
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.5%*
14. TYPE OF REPORTING PERSON
CO
- --------
* See Item 5 of this Amendment to the Schedule 13D.
CUSIP No. 510550 10 7
1. NAME OF REPORTING PERSON S.S. OR I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON:
PAULJAN LIMITED
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)[ ]
(b)[ X ]
3. SEC USE ONLY
4. SOURCE OF FUNDS:
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e):
[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION:
Canada (Nova Scotia)
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
36,109*
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
36,109*
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
36,109*
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES:
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1%*
14. TYPE OF REPORTING PERSON
CO
- --------
* See Item 5 of this Amendment to the Schedule 13D.
CUSIP No. 510550 10 7
1. NAME OF REPORTING PERSON S.S. OR I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON:
PENSION PLAN FOR EMPLOYEES OF SOBEYS INC.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)[ ]
(b)[ X ]
3. SEC USE ONLY
4. SOURCE OF FUNDS:
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e):
[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION:
Canada (Nova Scotia)
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH
7. SOLE VOTING POWER
366,428*
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
366,428*
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
366,428*
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES:
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.9%*
14. TYPE OF REPORTING PERSON
EP
- --------
* See Item 5 of this Amendment to the Schedule 13D.
CUSIP No. 510550 10 7
1. NAME OF REPORTING PERSON S.S. OR I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON:
SOBEYS INC. MASTER TRUST INVESTMENT FUND
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)[ ]
(b)[ X ]
3. SEC USE ONLY
4. SOURCE OF FUNDS:
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e):
6. CITIZENSHIP OR PLACE OF ORGANIZATION:
Canada (Nova Scotia)
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH
7. SOLE VOTING POWER
14,819*
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
14,819*
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
14,819*
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES:
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.04%*
14. TYPE OF REPORTING PERSON
EP
- --------
* See Item 5 of this Amendment to the Schedule 13D.
CUSIP No. 510550 10 7
1. NAME OF REPORTING PERSON S.S. OR I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON:
DAVID F. SOBEY
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)[ ]
(b)[ X ]
3. SEC USE ONLY
4. SOURCE OF FUNDS:
00
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e):
[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION:
Canada (Nova Scotia)
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
36,109*
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
36,109*
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
36,109*
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES:
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.01%*
14. TYPE OF REPORTING PERSON
IN
- --------
* See Item 5 of this Amendment to the Schedule 13D.
This Amendment No. 14 (the "Amendment") to the
statement on Schedule 13D amends and supplements the
statement on Schedule 13D originally filed on October 1,
1979 (the "Schedule 13D") and the amendments to the
Schedule 13D filed by the reporting persons with respect
to the common stock, par value $.75 per share (the
"Common Stock"), of Hannaford Bros. Co. ("Hannaford").
ITEM 2. IDENTITY AND BACKGROUND
(a) The names of the persons filing this Amendment to this
statement are Empire Company Limited ("Empire"), E.C.L.
Investments Limited ("E.C.L."), Pauljan Limited
("Pauljan"), Sobeys Inc. Master Trust Investment Fund, a
trust domiciled in Nova Scotia (the "Sobeys Trust"), the
Pension Plan for Employees of Sobeys Inc. (formerly,
Sobeys Stores Limited Profit Sharing and Retirement Plan,
the "Sobeys Pension Plan") and David F. Sobey
(collectively, the "Reporting Persons").
(b) The business address of each of the Reporting Persons is
the same as that of Empire set forth on the cover page to
this Amendment.
(c) Updated information as to each director and executive
officer of (i) Empire, (ii) E.C.L., (iii) Pauljan and
(iv) the Sobeys Pension Plan and information as to the
Sobeys Trust is set forth in Appendices A, B, C, D and E
attached hereto, respectively, which Appendices are
incorporated herein by reference. Except as indicated in
the Appendices, all of the individuals referred to
therein are citizens of Canada.
(d) None of the Reporting Persons, or to the best of their
knowledge, any person named in the Appendices has been
convicted in any criminal proceeding during the last five
years (excluding traffic violations or similar
misdemeanors).
(e) None of the Reporting Persons, or to the best of their
knowledge, any person named in the Appendices has during
the last five years been a party to a civil proceeding of
a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree or final order enjoining
future violation of, or prohibiting or mandating
activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
ITEM 4. PURPOSE OF TRANSACTION
On May 3, 1999, Empire notified Hannaford that the Amended and
Restated Agreement, dated as of February 4, 1998, as amended by the
Amendment Agreement, dated January 1, 1992, and the Second Amendment
Agreement, dated as of May 14, 1996, among Empire, certain of its
affiliates and Hannaford (the "Amended and Restated Agreement") will not be
extended and therefore, by its terms, will terminate not later than
December 31, 1999. Empire's purpose in delivering the notice is to enhance
Empire's flexibility in realizing the inherent value in its shares of
Hannaford Common Stock.
The Reporting Persons currently do not have any plans or
proposals which may relate to or would result in:
(a) The acquisition of additional securities of Hannaford, or
the disposition of securities of Hannaford;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving Hannaford or any
of its subsidiaries;
(c) A sale or transfer of a material amount of assets of
Hannaford or of any of its subsidiaries;
(d) Any change in the present board of directors or
management of Hannaford, including any plans or proposals
to change the number or term of directors or to fill any
existing vacancies on the board;
(e) Any material change in the present capitalization or
dividend policy of Hannaford;
(f) Any other material change in Hannaford's business or
corporate structure;
(g) Any changes in Hannaford's charter, bylaws or instruments
corresponding thereto or other actions which may impede
the acquisition of control of Hannaford by any person;
(h) Causing a class of securities of Hannaford to be delisted
from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation
system of a registered national securities association;
(i) A class of equity securities Hannaford becoming eligible
for termination or registration pursuant to Section
12(g)(4) of the Exchange Act; or
(j) Any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) In its Proxy Statement for its 1999 Annual Meeting of
Shareholders, Hannaford stated that, as of March 23, 1999, there were a
total of 42,229,109 shares of its Common Stock issued and outstanding. The
percentages of outstanding shares of Hannaford Common Stock set forth below
as beneficially owned by the reporting persons are based on this total
number of outstanding shares. As of the date hereof:
(i) Empire owns beneficially (including the shares reported in
Items 5(a)(ii), (iv) and (v)) 10,799,812 shares or approximately 25.6% of
the outstanding Hannaford Common Stock.
(ii) E.C.L. owns beneficially 4,868,104 shares or approximately
11.5% of the outstanding Hannaford Common Stock.
(iii) Pauljan and David F. Sobey share beneficial ownership of
36,109 shares or approximately 0.1% of the outstanding Hannaford Common
Stock.
(iv) The Sobeys Pension Plan owns beneficially 366,428 shares
or approximately .9% of the outstanding Hannaford Common Stock.
(v) The Sobeys Trust owns beneficially 14,819 shares or
approximately .04% of the outstanding Hannaford Common Stock.
Because the investment decisions of the Sobeys Pension Plan and the
Sobeys Trust are made by its Pension Committee and Trustees, respectively,
which are appointed and controlled by Empire, Empire may be deemed to be
the beneficial owners of the shares of Hannaford Common Stock reported in
Item 5(a)(iv) and (v). Empire disclaims beneficial ownership of such
shares.
The total number of shares of Hannaford Common Stock beneficially
owned by all the Reporting Persons is 10,835,921 or approximately 25.7% of
the outstanding Hannaford Common Stock.
(b) (i) Empire has sole power to vote or to direct the vote, and sole
power to dispose or to direct the disposition, of 10,799,812 shares of
Hannaford Common Stock, and Empire shares with E.C.L. power to vote or to
direct the vote, and power to dispose or to direct the disposition, of
4,868,104 shares of Hannaford Common Stock.
(ii) E.C.L. shares with Empire power to vote or to direct the
vote, and power to dispose or to direct the disposition, of 4,868,104
shares of Hannaford Common Stock.
(iii) Pauljan and David F. Sobey share power to vote or to
direct the vote, and power to dispose or to direct the disposition, of
36,109 shares of Hannaford Common Stock.
(iv) the Sobeys Pension Plan has the sole power to vote or
direct the vote, and the sole power to dispose or to direct the
disposition, of 366,428 shares of Hannaford Common Stock.
(v) The Sobeys Trust has sole power to vote or to direct the
vote, and sole power to dispose or to direct the disposition, of 14,819
shares of Hannaford Common Stock.
Because the investment decisions of the Sobeys Pension Plan and the
Sobeys Trust are made by its Pension Committee and Trustees, respectively,
which are appointed and controlled by Empire, Empire may be deemed to share
power to vote or to direct the vote, or to dispose or to direct the
disposition, of some or all of the shares reported in 5(a)(iv) and (v) with
the entity holding such shares. Empire, disclaims sharing the power to vote
or to direct the vote, or to dispose or to direct the disposition, of such
shares.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
See Item 4 regarding the notice of termination of the Amended and
Restated Agreement sent by Empire to Hannaford on May 3, 1999.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
(1) Agreement of Reporting Persons and Power of
Attorney.
SIGNATURE
After reasonable inquiry and to the best of the undersigneds'
knowledge and belief, the undersigned certify that the information set
forth in this statement is true, complete and correct.
Date: May 4, 1999
EMPIRE COMPANY LIMITED
By: /s/Paul D. Sobey
----------------------
Name: Paul D. Sobey
Title: President and Chief
Executive Officer
E.C.L. INVESTMENTS LIMITED
By:/s/Paul D. Sobey
-----------------------
Name: Paul D. Sobey
Title: Secretary
PAULJAN LIMITED
By: /s/Paul D.Sobey
----------------------
Name: Paul D. Sobey
Title: Secretary
PENSION PLAN FOR EMPLOYEES
OF SOBEYS INC.
By:/s/Paul D. Sobey
-----------------------
Name: Paul D. Sobey
Title: Member of the
Pension Committee
SOBEYS INC. MASTER TRUST
INVESTMENT FUND
By:/s/Paul D. Sobey
-----------------------
Name: Paul D. Soby
Title:Trustee
/s/David F. Sobey
--------------------------
DAVID F. SOBEY
Exhibit 1
Agreement of the Reporting Persons as to the Filing of
This Amendment and Power of Attorney
Each of the undersigned hereby agrees, in accordance with the
provisions of Rule 13d-(k)(1) of the rules and regulations promulgated
under the Securities Exchange Act of 1934, as amended, that this amendment
to the statement on Schedule 13D and any other amendment or amendments
thereto is filed on behalf of each of them.
Each of the undersigned hereby constitutes and appoints Allan D. Rowe
and Paul D. Sobey, and each of them, the attorney of the undersigned, with
full power of substitution and delegation, for him and in his name, place,
and stead to sign this amendment to the statement on Schedule 13D and any
other amendment or amendments thereto and to file the same with the
Securities and Exchange Commission and to send copies thereof to any
person or persons, in accordance with the provisions of the Securities
Exchange Act of 1934, as amended.
E.C.L. INVESTMENTS LIMITED
By:/s/Paul D. Sobey
-----------------------
Name: Paul D. Sobey
Title: Secretary
PAULJAN LIMITED
By:/s/Paul D. Sobey
-----------------------
Name: Paul D. Sobey
Title: Secretary
/s/David F. Sobey
--------------------
DAVID F. SOBEY
Appendix A
Directors* and Executive Officers
of
Empire
The names of the directors and names and titles of the executive
officers of Empire and their business addresses and present principal
occupations are set forth below. If no address is given, the director's or
officer's business address is that of Empire. Unless otherwise indicated,
each occupation set forth opposite an individual's name refers to Empire
and each individual is a citizen of Canada.
Name, Business Address
and Citizenship Title and Present Principal Occupation
- ---------------------- ---------------------------------------
Tom Bleasdale* Trustee of The Colonial Group of
11 Carriage Way Mutual Funds (financial management)
Danvers, MA 01923
Citizen of the U.S.A.
John C. Clark* Chairman, Connor Clark &Co. Ltd.
40 King St. W., Ste. 5110 (financial management)
P.O. Box 125
Toronto, Ontario M5H 3Y2
Sir Graham Day* Counsel to Stewart McKelvey Stirling
P.O. Box 423 Seales (barristers and solicitors)
162 Avon Street,
Hantsport, NS B0P IP0
Robert Paul Dexter, Q.C.* Chairman and Chief Executive Officer,
Maritime Marlin Travel Maritime Travel (Group) Limited
2000 Barrington St., Ste. 202 (travel industry)
Cogswell Tower
Halifax, NS B3J 3K1
Peter Cowperthwaite Godsoe* Chairman of the Board and Chief Exec-
44 King St. W. utive Officer, The Bank of Nova Scotia
Toronto, Ontario M5H 1H1 (banking)
James Wilson Gogan* Retired President and Chief Executive
183 High Street Officer of Empire
New Glasgow, NS B2H 2X1
Elizabeth Parr-Johnston* President and Vice-Chancellor of the
P.O. Box 4400 University of New Brunswick
Fredericton, NB E3B 5A3
James L. Moody, Jr.* Retired Chairman, Hannaford Bros. Co.
16 Running Tide Road (food distribution)
Cape Elizabeth, Maine 04107
Citizen of the U.S.A.
E. Courtney Pratt* Business executive
c/o Caldwell Partners
64 Prince Arthur Ave.
Toronto, Ontario M5R 1B4
John William Ritchie* Chairman, Keltic Inc. (technology and
1809 Barrington St., Ste. 900 management services)
Halifax, NS B3J 3K8
Allan D. Rowe Senior Vice President, Chief
Financial Officer and Secretary
John William Sinclair* Retired
Greenhill, R.R. #2
Westville, NS B0K 2A0
Frank Cameron Sobey* Chairman, Atlantic Shopping Centres
Limited (real estate subsidiary)
David Frank Sobey* Chairman, Sobeys Inc. (food distribution
subsidiary)
Donald Rae Sobey* Chairman of Empire
John Robert Sobey* President and Chief Operating Officer,
Sobeys Inc. (food distribution company)
Paul David Sobey* President and Chief Executive Officer
of Empire
Robert G.C. Sobey* Category Manager, Sobeys Inc.
(food distribution subsidiary)
Douglas Basile Stewart* Vice-Chairman and Chief Executive
Officer, Sobeys Inc. (food distribution
subsidiary)
Chester D. Thompson Controller of Empire
APPENDIX B
Directors* and Executive Officers
of
E.C.L.
The name of the directors and the names and titles of the
executive officers of E.C.L. and their present principal occupations are
set forth below. Each director's and officer's business address is that of
E.C.L. Unless otherwise indicated, each occupation set forth opposite an
individual's name refers to E.C.L. and each individual is a citizen of
Canada.
Title;
Name and Business Address Present Principal Occupation
- ------------------------- ----------------------------
Donald R. Sobey* President; Chairman of Empire
Paul D. Sobey* Secretary; President and Chief
Executive Officer of Empire
APPENDIX C
Directors* and Executive Officers
of
Pauljan
The name of the directors and the names and titles of the
executive officers of Pauljan and their present principal occupations are
set forth below. Each director's and officer's business address is that of
Pauljan. Unless otherwise indicated, each occupation set forth opposite an
individual's name refers to Pauljan and each individual is a citizen of
Canada.
Title;
Name Present Principal Occupation
- ---- ----------------------------
David F. Sobey* President; Chairman of Sobey's
Inc. (Food distribution
subsidiary of Empire)
Fay B. Sobey*
Janice B. Sobey*
Paul D. Sobey* Secretary; President and Chief
Executive Officer of Empire
APPENDIX D
Pension Committee
of
The Sobeys Pension Plan
The names of the members of the Pension Committee of the Sobeys
Pension Plan and business addresses and present principal occupations are
set forth below. If no address is given, the member's business address is
that of Empire. Unless otherwise indicated, each occupation set forth
opposite an individual's name refers to his position with Empire and each
individual is a citizen of Canada.
Name and Business Address Present Principal Occupation
- ------------------------- ----------------------------
Donald R. Sobey Chairman of Empire
John Bragg President of Oxford Frozen Foods
P.O. Box 220 (Food processing)
Oxford, NS BOM 1P0
Lillian Cassidy Assistant to the Comptroller of
Empire
Kevin A. Duggan Corporate Controller of Sobeys
Inc.(food distribution subsidiary
of Empire)
Stuart G. Fraser President of Empire Theatres Ltd.
(movie theatre subsidiary of
Empire)
James W. Gogan Retired President and Chief
Executive Officer of Empire
John K. Lynn Senior Vice President, Employee
and Corporate Relations of Sobeys
Inc.(food distribution subsidiary
of Empire)
Harry Munro Partner, MacIntosh, MacDonnell &
159 George Street MacDonald,(law firm).
P.O. Box 368
New Glasgow, NS B2H 5E5
Allan D. Rowe Senior Vice President and Chief
Financial Officer of Empire
David F. Sobey Chairman of Sobeys Inc. (food
distribution subsidiary of Empire)
Frank C. Sobey Vice Chairman, Vice President
Development of Atlantic Shopping
Centres Limited (real estate
subsidiary of Empire)
John R. Sobey President and COO, Sobeys Inc.
(food distribution subsidiary of
Empire)
Karl R. Sobey President Retail Operations,
Sobeys Inc. (food distribution
subsidiary of Empire)
Paul D. Sobey President and Chief Executive
Officer of Empire
Douglas B. Stewart Vice Chairman and Chief Executive
Officer of Sobeys Inc. (food
distribution subsidiary of Empire)
William Ritchie Chairman of Keltic Inc. (tech-
1809 Barrington St., Ste. 900 nology and management services)
Halifax, NS B3J 3K8
Stewart H. Mahoney Director Treasury Services of
Empire
APPENDIX E
Trustees
of
The Sobeys Trust
The names of the trustees of the Sobeys Trust and their
business addresses and present principal occupations are the same as set
forth for the members of the Pension Committee of the Sobeys Pension Plan
set in Appendix D.