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: February 10, 2000
(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
<PAGE>
Item 5. Other Events.
On February 10, 2000, the shareholders of Hannaford Bros. Co. voted to
approve a proposed merger transaction with Delhaize America, Inc. A press
release announcing the vote is filed as an exhibit.
On February 14, 2000, Hannaford Bros. Co. completed the sale of a majority
interest in HomeRuns.com. The purchaser was The Cypress Group, L.L.C. A
press release announcing the transaction is filed as an exhibit.
Item 7. Financial Statements and Exhibits
(c) Exhibits
99.1 Press release dated February 10, 2000, announcing shareholder
approval of the merger transaction.
99.2 Press release dated February 14, 2000, announcing completion
of sale of a majority interest in HomeRuns.com.
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.
/s/ Charles H. Crockett
--------------------------
Date: February 22, 2000 By: Charles H. Crockett
Assistant Secretary
<PAGE>
HANNAFORD BROS. CO.
EXHIBIT INDEX
Exhibit
Number Description
99.1 Press Release dated February 10, 2000,
announcing shareholder approval of merger
transaction.
99.2 Press release dated February 14, 2000,
announcing completion of sale of majority
interest in HomeRuns.com.
Exhibit 99.1
FOR IMMEDIATE RELEASE
February 10, 2000
CONTACT:
Charles H. Crockett
Assistant Secretary
(207) 885-2349
HANNAFORD SHAREHOLDERS APPROVE MERGER AND
HANNAFORD BOARD DECLARES REGULAR QUARTERLY DIVIDEND
Scarborough, Maine, February 10, 2000: Hannaford Bros. Co. (NYSE-HRD): The
shareholders of Hannaford Bros. Co., at a Special Meeting held today, approved
the merger with Delhaize America, Inc. The approval came with the affirmative
vote of more than 73% of the shares outstanding. Less than 1% of the shares
outstanding voted against the merger. The merger is expected to close following
the completion of the federal antitrust review process, which is anticipated to
occur in the second quarter.
The Hannaford Board of Directors today declared a regular quarterly dividend on
the Common Stock. The quarterly dividend of $.165 per share will be paid on
March 23, 2000, to shareholders of record at the close of business on March 10,
2000.
Exhibit 99.2
For Further
Information Contact:
David Lilly
Kekst and Company for
Cypress Group & HomeRuns.com
212-521-4800
Charles H. Crockett
Hannaford Bros. Co.
207-885-2349
FOR IMMEDIATE RELEASE
February 14, 2000
HANNAFORD COMPLETES SALE OF MAJORITY INTEREST IN HOMERUNS.COM
Scarborough, Maine: Hannaford Bros. Co. (NYSE-HRD), multi-regional food
retailer, reported today that it has completed the sale of a majority interest
in HomeRuns.com. Hannaford sold the majority interest in its internet-based
grocery delivery service to The Cypress Group L.L.C., a New York-based private
equity firm, through a $100 million investment and recapitalization.
Hannaford will retain an undisclosed minority interest in HomeRuns.com and will
no longer reflect the operating results of HomeRuns.com in its income
statements. Hannaford will continue to supply HomeRuns.com under a wholesale
supply agreement.
Hugh G. Farrington, President and Chief Executive Officer, said, "This sale is
an ideal solution for us. It allows HomeRuns.com to grow, our operating results
are no longer penalized, and, more importantly, we stay connected and continue
to learn about e-commerce."
The Cypress Group manages two private equity funds with more than $3.5
billion in commitments. Cypress invests in privately negotiated transactions,
targeting operating businesses and investing with management to foster continued
growth. Investments made by Cypress include Cinemark USA, Inc.; Amtrol Holdings,
Inc.; Scotsman Holdings; Genesis Health Ventures, Inc.; FNC Holdings, Inc.,
parent of Frank's Nursery & Crafts, Inc.; WESCO International, Inc.; ClubCorp,
Inc.; Danka Business Systems PLC.; and HomeRuns.com.
