SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
(Rule 13d-101)
Amendment No. 16
(Final Amendment)
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: Paul Beesley,
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
Four Times Square
New York, New York 10036
(212) 735-3000
July 28, 2000
-------------------------------------------------------
(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
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
0
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
0
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0
14. TYPE OF REPORTING PERSON
CO
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
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
0
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
0
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0
14. TYPE OF REPORTING PERSON
CO
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
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
0
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
0
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES:
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0
14. TYPE OF REPORTING PERSON
CO
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
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
0
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
0
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES:
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0
14. TYPE OF REPORTING PERSON
EP
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
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
0
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
0
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES:
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0
14. TYPE OF REPORTING PERSON
EP
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
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
0
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
0
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0
14. TYPE OF REPORTING PERSON
IN
This Amendment No. 16 - Final Amendment(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 thereto filed by the Reporting Persons with respect to the
common stock, par value $.75 per share (the "Hannaford Common Stock"), of
Hannaford Bros. Co. ("Hannaford").
ITEM 4. PURPOSE OF TRANSACTION
Pursuant to an Agreement and Plan of Merger, dated as of August
17, 1999 (the "Merger Agreement"), among Food Lion, Inc., a North Carolina
corporation now named Delhaize America, Inc. ("Delhaize"), FL Acquisition
Sub, Inc., a Maine corporation and a wholly owned subsidiary of Delhaize
("Acquisition"), and Hannaford, Acquisition was merged with and into
Hannaford on July 31, 2000, with Hannaford as the surviving corporation
(the"Merger"). As a result of the Merger, Hannaford became a wholly owned
subsidiary of Delhaize and each outstanding share of Hannaford Common
Stock, other than those owned by Delhaize or dissenting stockholders of
Hannaford, was converted into the right to receive (i) $79.00 in shares of
Class A Common Stock, par value $.50 per share, of Delhaize (the "Delhaize
Class A Stock"), or (ii) a combination of $79 in cash and shares of
Delhaize Class A Stock. As a result of the Merger, all shares of Hannaford
Common Stock beneficially owned by (i) Pauljan Limited, a Nova Scotia
corporation (36,109 shares), (ii) the Pension Plan for the Employees of
Sobeys Inc.,(366,428 shares) (iii) the Sobeys Inc. Master Trust Investment
Fund (14,819 shares) and (iv) David F. Sobey (36,109 shares with Pauljan
Limited), to which this Schedule 13D and the amendments thereto relate,
were converted into a combination of shares of Delhaize Class A Stock and
$79.00 in cash.
Pursuant to a Stock Exchange Agreement, dated as of August 17,
1999 (the "Exchange Agreement"), among Empire Company Limited, a Nova
Scotia corporation ("Empire"), and E.C.L. Investments Limited, a Nova
Scotia corporation ("E.C.L."), and Delhaize, Empire and ECL exchanged on
July 28, 2000 all of the 10,418,565 shares of Hannaford Common Stock owned
by them (and to which this Schedule 13 and amendments thereto relate) for
(i) 11,915,463 in shares of Delhaize Class A Stock and (ii) $501,349,133.95
in cash.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
See Item 4 above.
SIGNATURE
After reasonable inquiry and to the best of the undersigneds'
knowledge and belief, the undersigned certify that the information set
forth in this Amendment is true, complete and correct. Date: August 1, 2000
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: President
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. Sobey
Title: Trustee
*
---------------------------
David F. Sobey
--------------------------
* By Paul D. Sobey, as
attorney-in-fact
/s/ Paul D. Sobey
---------------------------
Paul D. Sobey
