SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 30, 1995. Commission File No. 0-6080
F O O D L I O N, INC.
(Exact name of registrant as specified in its charter)
Incorporated in North Carolina 56-0660192
(State or other jurisdiction of (I.R.S. Employer Identification
No.)
incorporation or organization)
P.O. Box 1330, 2110 Executive Drive
Salisbury, North Carolina 28145-1330
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code--
(704) 633-8250
Securities registered pursuant to Section 12(b) of the Act:None
Securities registered pursuant to Section 12(g) of the Act:
Class A Common Stock, par value $.50 per share
Class B Common Stock, par value $.50 per share
(Title of Class)
Indicate by check mark whether the Registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the Registrant was required to file
such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K ( 229.405 of this chapter)
is not contained herein, and will not be contained, to the best of
registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K.[x]
The aggregate market value of the voting stock held by non-
affiliates of the Registrant based on the price of such stock at
the close of business on March 21, 1996 was $637,408,086. For
purposes of this report and as used herein, the term "non-
affiliate" includes all shareholders of the Registrant other than
Directors, executive officers, and other senior management of the
Registrant and persons holding more than five per cent of the
outstanding voting stock of the Registrant.
Outstanding shares of common stock of the Registrant as of
March 21, 1996.
Class A Common Stock - 236,087,225
Class B Common Stock - 235,502,114
Exhibit index is located on sequential page 17 hereof.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the following documents are incorporated by reference
in this Form
10-K:
1. Annual Report to Shareholders for the year ended December 30,1995
are incorporated by reference in Part II hereof.
2. Proxy Statement for the 1996 Annual Meeting of Shareholders of the
Company to be held on May 2, 1996, are incorporated by reference in
Part III hereof.
PART I
Item 1. Business.
Food Lion, Inc. (the "Company") engages in one line of
business, the operation of retail food supermarkets principally in
the southeastern United States. The Company was incorporated in
North Carolina in 1957 and maintains its corporate headquarters in
Salisbury, North Carolina.
The Company's stores, which are operated under the name of
"Food Lion", sell a wide variety of groceries, produce, meats,
dairy products, seafood, frozen food, deli/bakery and non-food
items such as health and beauty aids and other household and
personal products. The Company offers nationally and regionally
advertised brand name merchandise as well as products manufactured
and packaged for the Company under the private label of "Food
Lion". The Company offers over 20,000 Stock Keeping Units (SKU's)
in its prototype 35,000 square foot model.
The products sold by the Company are purchased through a
centralized buying department at the Company's headquarters. The
centralization of the buying function allows the management of the
Company to establish long-term relationships with many vendors
providing various alternatives for sources of product supply.
Food Lion currently operates deli/bakery departments in
approximately 70% of its stores. Deli/bakeries are included in
almost all of its new store openings and in most renovations. Deli/
bakeries are added to existing stores after research indicates
customer demand for such products.
-2-
The business in which the Company is engaged is highly
competitive and characterized by low profit margins. The Company
competes with national, regional and local supermarket chains,
supercenters, discount food stores, single unit stores,
convenience stores and warehouse clubs. The Company will continue
to develop and evaluate new retailing strategies that will respond
to its customers' needs. Seasonal changes have no material effect
on the operation of the Company's supermarkets.
Since 1968, the Company has followed a policy of selling
merchandise at low item prices in order to increase volume without
a proportionate increase in fixed and operating expenses.
As of December 30, 1995, 1,073 supermarkets were in
operation, of which 371 were located in North Carolina, 100 in
South Carolina, 234 in Virginia, 70 in Tennessee, 53 in Georgia,
106 in Florida, 30 in Maryland, 8 in Delaware, 16 in West
Virginia, 13 in Kentucky, 10 in Pennsylvania, 49 in Texas, 8 in
Oklahoma and 5 in Louisiana. As of March 21, 1996, the Company
had opened 12 supermarkets since December 30, 1995, closed one
supermarket and had signed leases for 91 supermarkets which
are expected to open in either 1996 or 1997.
Warehousing and distribution facilities, including a truck
fleet, are owned and operated by the Company and are located in
Salisbury and Dunn, North Carolina; Disputanta, Virginia; Elloree,
South Carolina; Green Cove Springs and Plant City, Florida;
Clinton, Tennessee; Greencastle, Pennsylvania and Roanoke, Texas.
As of December 30, 1995, the Company employed 27,369 full-
time and 41,976 part-time employees.
The following table shows the number of stores opened and closed
and the number of stores opened at the end of the year for the
past three years.
# Stores # Stores # Stores Opened
Opened Closed Year-end
1995 47 13 1,073
1994 30 87 1,039
1993 100 16 1,096
Item 2. Properties.
Supermarkets operated by the Company in the southeastern
United States average 28,000 square feet in size. The Company's
current prototype retail format is a 35,000 square foot model with
a deli/bakery department. All of the Company's supermarkets are
self-service, cash and carry stores which have off-street parking
facilities. With the exception of 110 supermarkets which it owns,
the Company occupies its various supermarket premises under lease
agreements providing for initial terms of up to 25 years, with
options generally ranging from ten to twenty years.
-3-
The table below sets forth information with respect to the
expiration of leases on supermarkets and surrounding land in
operation by the Company on December 30, 1995.
Year of Number of Leases Year of Number of Leases
Expiration* which expire Expiration* which expire
1997 1 2023 16
1998 1 2024 12
1999 2 2025 25
2001 2 2026 54
2004 3 2027 83
2005 1 2028 96
2006 2 2029 106
2007 4 2030 124
2008 3 2031 73
2009 3 2032 73
2010 1 2033 68
2012 3 2034 40
2013 4 2035 63
2014 2 2036 9
2015 1 2037 23
2016 2 2038 24
2017 4 2039 4
2018 4 2040 4
2019 4 2043 2
2020 3 2045 2
2021 6 2047 1
2022 8 2051 1
*NOTE: Year of expiration includes renewal terms.
The following table identifies the location and square footage of
distribution centers and office space owned by the Company as of
December 30, 1995.
Location of
Property Square Footage
Distribution Center #1 Salisbury, NC 1,630,233
Distribution Center #2 Disputanta, VA 1,123,718
Distribution Center #3 Elloree, SC 1,093,252
Distribution Center #4 Dunn, NC 1,224,652
Distribution Center #5 Green Cove Springs, FL 832,109
Distribution Center #6 Clinton, TN 825,967
Distribution Center #7 Greencastle, PA 1,236,124
Distribution Center #8 Plant City, FL 758,549
Distribution Center #9 Roanoke, TX 1,254,169
Corporate Headquarters Salisbury, NC 271,592
10,250,365
-4-
Item 3. Legal Proceedings.
Longman et al. v. Food Lion, Inc. and Tom E. Smith, 4:92 CV 696
(M.D.N.C.) (complaint filed November 12, 1992, and amended January
23, 1993) ("Longman"); and Feinman et al. v. Food Lion, Inc. and
Tom E. Smith, 4:92 CV 705 (M.D.N.C.) (complaint filed November 13,
1992) ("Feinman").
The Longman and Feinman actions assert claims against the Company
and Tom E. Smith under Section 10(b) of the Securities Exchange
Act of 1934, as amended (the "1934 Act"), and Rule 10b-5 for
"securities fraud" and claims of common law fraud and negligent
misrepresentation. The actions have been consolidated for
discovery and trial purposes and the court has granted class
certification motions, certifying a single class composed of those
persons who purchased common stock of the Company from May 7, 1990
through November 5, 1992 and were damaged thereby. The actions
seek damages, plaintiffs' attorneys'fees and costs, punitive damages,
prejudgment interest and certain other relief. Merits discovery is
pending in the actions. Based on currently available information,
the Company believes that any resulting liability will not have a
material adverse effect on the financial condition or results of
operations of the Company.
In re Food Lion, Inc. Fair Labor Standards Act "Effective
Scheduling" Litigation, MDL Docket No. 929, pursuant to which a
number of actions against the Company were transferred by the
Multi-District Litigation Panel to the United States District
Court for the Eastern District of North Carolina for pretrial
proceedings (the "Multi-District Action"). Those pretrial
proceedings are complete and pursuant thereto, a number of claims
were dismissed. Approximately 67 claims dismissed from the North
Carolina cases were consolidated and certified for appeal to the
United States Court of Appeals for the Fourth Circuit. The Fourth
Circuit has held in abeyance its decision on these appeals
pending entry of a final Order as to all other claims previously
dismissed in the Multi-District Action so that dismissed claims
from other states may be joined and consolidated in the current
appeal to the Fourth Circuit. Approximately 123 claims dismissed
from the South Carolina and Florida cases would be eligible to
join this Appeal.
The remaining cases involve the claims of approximately 209
plaintiffs in South Carolina and Florida. The parties are
currently engaged in settlement negotiations in an effort to
resolve these remaining claims. The negotiations recently
reached impasse on the claims of 17 Assistant Managers pending in
Florida and trial of these claims is likely in 1996. Based on
currently available information, the Company believes that any
resulting liability will not have any material adverse effect on
the financial condition or results of operations of the Company.
-5-
Item 4. Submission of Matters to a Vote of Security Holders.
This item is not applicable.
PART II
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters.
The information pertaining to the Class A and Class B Common
Stock price range, dividends and record holders discussed beneath
the headings "Market Price of Common Stock" and "Dividends
Declared Per Share of Common Stock" in the Annual Report to
Shareholders for the year ended December 30, 1995, is hereby
incorporated by reference.
Item 6. Selected Financial Data.
The information set forth beneath the heading "Five Year
Summary of Operations" in the Annual Report to Shareholders for
the year ended December 30, 1995, is hereby incorporated by
reference.
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
The information set forth beneath the heading "Management's
Discussion and Analysis of Financial Condition and Results of
Operations" in the Annual Report to Shareholders for the year
ended December 30, 1995, is hereby incorporated by reference.
Item 8. Financial Statements and Supplementary Data.
The financial statements, including the accompanying notes
and results by quarter, set forth beneath the headings "Statements
of Income", "Balance Sheets", "Statements of Cash Flows",
"Statements of Shareholders' Equity", "Notes to Financial
Statements" and "Results by Quarter" in the Annual Report to
Shareholders for the year ended December 30, 1995, are hereby
incorporated by reference.
Item 9. Changes In and Disagreements with Accountants on
Accounting and Financial Disclosure.
This item is not applicable.
-6-
PART III
Item 10. Directors and Executive Officers of the Registrant.
The information pertaining to nominees for election as
directors and the Company's executive officers set forth beneath
the heading "Election of Directors" and in the description of
employment agreements beneath the heading "Employment Plans and
Agreements" in the Proxy Statement for the 1996 Annual Meeting of
Shareholders to be held May 2, 1996, is hereby incorporated by
reference.
Item 11. Executive Compensation.
The information pertaining to executive compensation set
forth beneath the heading "Report of the Senior Management
Compensation Committee, Stock Option Committee and Board of
Directors" in the Proxy Statement for the 1996 Annual Meeting of
Shareholders to be held on May 2, 1996, is hereby incorporated by
reference.
Item 12. Security Ownership of Certain Beneficial Owners and
Management.
The information pertaining to security ownership of certain
beneficial owners and management set forth beneath the heading
"Security Ownership of Certain Beneficial Owners and Management"
in the Proxy Statement for the 1996 Annual Meeting of Shareholders
to be held on May 2, 1996, is hereby incorporated by reference.
Item 13. Certain Relationships and Related Transactions.
The information relating to certain relationships and related
transactions set forth beneath the headings "Employment Plans and
Agreements - Low Interest Loan Plan" and "Compensation Committee
Interlocks and Insider Participation" in the Proxy Statement for
the 1996 Annual Meeting of Shareholders to be held May 2, 1996, is
hereby incorporated by reference.
-7-
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on
Form 8-K.
(a) The following documents are filed as part of this report:
1. Financial Statements:
The following financial statements are incorporated by
reference in Item 8 hereof from the Annual Report to
Shareholders for the year ended December 30, 1995:
ANNUAL REPORT
PAGE NO.
Statements of Income for the years
ended December 30, 1995, December
31, 1994 and January 1, 1994 14
Balance Sheets, as of December 30,
1995 and December 31, 1994 15
Statements of Cash Flows for the
years ended December 30, 1995,
December 31, 1994 and January 1, 1994 16
Statements of Shareholders' Equity
for the years ended December 30, 1995,
December 31, 1994 and January 1, 1994 17
Notes to Financial Statements 18-21
Results by Quarter (unaudited) 23
10-K
PAGE NO.
2. Financial Statement Schedules:
Report of Independent Accountants 15
II. Valuation and Qualifying Accounts 16
-8-
All other schedules are omitted since the required
information is not present or is not present in amounts sufficient
to require submission of the schedule, or because the information
required is included in the financial statements and notes
thereto.
With the exception of the financial statements listed in the
above index, the information referred to in Items 5, 6, 7 and the
supplementary quarterly financial information referred to in Item
8, all of which is included in the 1995 Annual Report to
Shareholders of Food Lion, Inc. and incorporated by reference
into this Form 10-K Annual Report, the 1995 Annual Report to
Shareholders is not to be deemed "filed" as part of this report.
3. Exhibits:
Exhibit No.
3(a) Articles of Incorporation, together with all
amendments thereto (through May 5, 1988)
(incorporated by reference to Exhibit 3(a) of the
Company's Annual Report on Form 10-K dated March
24, 1992)
3(b) Bylaws of the Company effective July 1, 1990
(incorporated by reference to Exhibit 3 of
the Company's Quarterly Report on Form 10-Q dated
June 17, 1995)
4(a) Indenture dated as of August 15, 1991 between
the Company and the Bank of New York, Trustee,
providing for the issuance of an unlimited amount
of Debt Securities in one or more series (incorpo-
rated by reference to Exhibit 4(a) of the Company's
Annual Report on Form 10-K dated March 24, 1992)
4(b) Form of Food Lion, Inc. Medium Term Note (Global
Fixed Rate) (incorporated by reference to Exhibit
4(b) of the Company's Annual Report on Form 10-K
dated March 24, 1992)
10(a) Low Interest Loan Plan (incorporated by reference
to Exhibit 19(a) of the Company's report on Form
8-K dated October 27, 1986)
10(b) Form of Deferred Compensation Agreement
(incorporated by reference to Exhibit 19(b) of
the Company's report on Form 8-K dated October
27,1986)
10(c) Form of Salary Continuation Agreement (incorporated
by reference to Exhibit 19(c) of the Company's
report on Form 8-K dated October 27, 1986)
-9-
10(d) 1994 Shareholders' Agreement dated as of the 15th
day of September 1994 among Etablissements Delhaize
Freres et Cie "Le Lion" S.A., Delhaize The Lion
America, Inc., and the Company (incorporated by
reference to Exhibit 10 of the Company's Report on
Form 8-K dated October 7, 1994)
10(e) Proxy Agreement dated January 4, 1991 between
Etablissements Delhaize Freres et Cie "Le Lion"
S.A. and Delhaize The Lion, America, Inc.
(incorporated by reference to Exhibit 10(e) of
the Company's Annual Report on Form 10-K dated
March 25, 1991)
10(f) Annual Incentive Bonus Plan (incorporated by
reference to Exhibit 19(a) of the Company's
Annual Report on Form 10-K dated March 30, 1983)
10(g) Declaration of Amendment to the Company's Annual
Incentive Bonus Plan effective as of December 14,
1987 (incorporated by reference to Exhibit 10(h)
of the Company's Annual Report on Form 10-K dated
March 20, 1989)
10(h) Employment Agreement dated August 1, 1991 between
the Company and Tom E. Smith (incorporated by
reference to Exhibit 10(h) of the Company's Annual
Report on Form 10-K dated March 24, 1992)
10(i) Retirement and Consulting Agreement dated May 1,
1991 between the Company and Jerry W. Helms
(incorporated by reference to Exhibit 10(i) of the
Company's Annual Report on Form 10-K dated March
24, 1992)
10(j) Stock Purchase Agreement dated June 30, 1981
between the Company and Ralph W. Ketner
(incorporated by reference to Exhibit 10(j) of
the Company's Annual Report on Form 10-K dated
April 1, 1987)
10(k) Amended and Restated Food Lion, Inc. 1983
Employee Stock Option Plan (incorporated by
reference to Exhibit 10(k) of the Company's Annual
Report on Form 10-K dated March 24, 1992)
10(l) 1991 Employee Stock Option Plan of Food Lion,
Inc. (incorporated by reference to Exhibit 10(l)
of the Company's Annual Report on Form 10-K dated
March 24, 1992)
-10-
10(m) Split Dollar Life Insurance Agreement between the
Company and Tom E. Smith (incorporated by
reference to Exhibit 10(o) of the Company's
Annual Report on Form 10-K dated April 1, 1987)
10(n) Split Dollar Life Insurance Agreement between the
Company and Tom E. Smith issued May 25, 1988
(incorporated by reference to Exhibit 10(w) of the
Company's Annual report on Form 10-K dated March
20, 1989)
10(o) Letter Agreement dated May 10, 1990 between the
Company and Ralph W. Ketner (incorporated by
reference to Exhibit 10(q) of the Company's Annual
Report on Form 10-K dated March 25, 1991)
10(p) U.S. Distribution Agreement dated August 20,1991
between the Company and Goldman, Sachs & Co. and
Merrill Lynch & Co. relating to the sale of up
to $300,000,000 in principal amount of the Company's
Medium-Term Notes (incorporated by reference to
Exhibit 10(p) of the Company's Annual Report on
Form 10-K dated March 24, 1992)
10(q) $350,000,000 Revolving Credit Facility dated November
17, 1994, among the Company, and various banks and
Wachovia Bank of Georgia, N.A. and Nations Bank
of North Carolina, N.A. as Co-Agents and Wachovia Bank of
Georgia, N.A. as Administrative Agent (incorporated by
reference to Exhibit 10(q) of the Company's Annual Report
on Form 10-K dated March 28, 1995)
10(r) License Agreement between the Company and Etablissements
Delhaize Freres Et Cie "Le Lion" S.A. dated January 1, 1983
(incorporated by reference to Exhibit 10(t) of the Company's
Annual Report on Form 10-K dated March 31, 1994)
10(s) Employee Severence Agreement dated July 13, 1995 between
the Company and John P. Watkins (incorporated by reference
to Exhibit 10 of the Company's Quarterly Report on
Form 10-Q dated September 9, 1995)
11 Computation of Earnings Per Share
13 Annual Report to Shareholders for the year
ended December 30, 1995
-11-
23 Consent of Independent Accountants
27 Financial Data Schedule
99 Undertaking of the Company to file exhibits
pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K
(b) Reports on Form 8-K:
The Company filed a report on Form 8-K pursuant to Item 5 and Item 7
on May 5, 1995 announcing a) a stock repurchase plan and b) press
release.
-12-
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this Report to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: March 26,1996
By Tom E. Smith
Tom E. Smith
President, Chief Executive
Officer, Principal
Executive Officer and
Director
Pursuant to the requirements of the Securities Exchange Act
of 1934, this Report has been signed below by the following
persons on behalf of the Registrant in the capacities and on the
dates indicated.
Date:March 26, 1996 By Tom E. Smith
Tom E. Smith
President, Chief Executive
Officer, Principal
Executive Officer and
Director
Date:March 26, 1996 By Pierre-Olivier Beckers
Pierre-Olivier Beckers
Director
Date:March 26, 1996 By Dan A. Boone
Dan A. Boone
Vice President of Finance,
Chief Financial Officer
Secretary, Principal
Financial Officer
Date:March 26, 1996 By Dr. Jacqueline K. Collamore
Dr. Jacqueline K. Collamore
Director
Date:March 26, 1996 By Charles de Cooman
d'Herlinckhove
Charles de Cooman
d'Herlinckhove
Director
Date: March 26, 1996 By William G. Ferguson
William G. Ferguson
Director
Date: March 26, 1996 By Dr. Bernard Franklin
Dr. Bernard Franklin
Director
Date: March 26, 1996 By Joseph C. Hall
Joseph C. Hall
Director
-13-
Date: March 26, 1996 By Carol Herndon
Carol Herndon
Corporate Controller and
Director of Accounting
Date: March 26, 1996 By Margaret H. Kluttz
Margaret H. Kluttz
Director
Date: March 26, 1996 By Philippe Stroobant
Philippe Stroobant
Director
Date: March 26, 1996 By Gui de Vaucleroy
Gui de Vaucleroy
Director
-14-
REPORT OF INDEPENDENT ACCOUNTANTS
To the Shareholders of Food Lion, Inc.:
We have audited the financial statements of Food Lion, Inc.
as of December 30, 1995 and December 31, 1994, and for each of the
three fiscal years in the period ended December 30, 1995, which
financial statements are included on pages 14 through 22 of the
1995 Annual Report to Shareholders of Food Lion, Inc. and
incorporated by reference herein. We have also audited the
financial statement schedule listed in the index on page 8 of this
Form 10-K. These financial statements and financial statement
schedule are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial
statements and financial statement schedule based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position
of Food Lion, Inc. as of December 30, 1995 and December 31, 1994,
and the results of its operations and its cash flows for each of
the three fiscal years in the period ended December 30, 1995, in
conformity with generally accepted accounting principles. In
addition, in our opinion, the financial statement schedule
referred to above, when considered in relation to the basic
financial statements taken as a whole, presents fairly, in all
material respects, the information required to be included
therein.
Charlotte, North Carolina
February 7, 1996
COOPERS & LYBRAND, L.L.P.
-15-
SCHEDULE II. VALUATION AND QUALIFYING ACCOUNTS
Column A Column B Column C Column D Column E
Balance at (1) Additions (2)
Beginning Charged to Charges to other Deductions- Balance at end
Description of Period Cost & Expenses accounts-describe describe of period
1995
Furniture, Fixtures &
Equipment $ 22,538,511 B ( 7,131,165) 15,407,346
Leasehold improvements 407,586 B ( 358,240) 49,346
Buildings 60,676,705 B (17,934,744) 42,741,961
Other liabilities 51,353,503 B ( 3,602,823) 47,750,680
Accrued expenses 22,571,672 B ( 2,159,080) 20,412,592
$157,547,977 $ (31,186,052) $126,361,925
1994
Furniture, Fixtures &
Equipment $ 24,177,600 A ( 1,639,089) $ 22,538,511
Leasehold improvements 1,417,007 A ( 1,009,421) 407,586
Buildings 61,500,004 A ( 823,299) 60,676,705
Other liabilities 55,100,000 A ( 3,746,497) 51,353,503
Accrued expenses 28,305,389 A ( 5,733,717) 22,571,672
$170,500,000 $ (12,952,023) $157,547,977
1993
Furniture, Fixtures &
Equipment $ 24,177,600 $ 24,177,600
Leasehold improvements 1,417,007 1,417,007
Buildings 61,500,004 61,500,004
Other liabilities 55,100,000 55,100,000
Accrued expenses 28,305,389 28,305,389
$ $170,500,000 $170,500,000
(A) Represents provisions against the assets of stores closed in 1994 to reflect the estimated realizable value,
the present value of remaining rent payments on leased stores and other costs associated with the store closings
such as legal expenses and relocation expenses.
(B) Certain items in the 1994 financial information have been reclassified for comparative purposes.
-16-
EXHIBIT INDEX
to
ANNUAL REPORT ON FORM 10-K of
Food Lion, Inc.
For Year Ended December 30, 1995
Sequential
Exhibit No. Description Page No.
3(a) Articles of Incorporation, together with all
amendments thereto (through May 5, 1988)
(incorporated by reference to Exhibit 3(a) of
the Company's Annual Report on Form 10-K dated
March 24, 1992)
3(b) Bylaws of the Company effective July 1, 1990
(incorporated by reference to Exhibit 3 of the
Company's Quarterly Report on Form 10-Q dated June
17, 1995)
4(a) Indenture dated as of August 15, 1991 between the
Company and the Bank of New York, Trustee, providing
for the issuance of an unlimited amount of Debt Securities
in one or more series (incorporated by reference to Exhibit
4(a) of the Company's Annual Report on Form 10-K dated March
24, 1992)
4(b) Form of Food Lion, Inc. Medium Term Note (Global Fixed
Rate) (incorporated by reference to Exhibit 4(b) of the
Company's Annual Report on Form 10-K dated March 24, 1992)
10(a) Low Interest Loan Plan (incorporated by reference to Exhibit
19(a) of the Company's report on Form 8-K dated October 27,
1986)
10(b) Form of Deferred Compensation Agreement (incorporated by
reference to Exhibit 19(b) of the Company's report on Form
8-K dated October 27, 1986)
10(c) Form of Salary Continuation Agreement (incorporated by
reference to Exhibit 19(c) of the Company's report on Form
8-K dated October 27, 1986)
10(d) 1994 Shareholders' Agreement dated as of the 15th day of
September 1994 among Etablissements Delhaize Freres et Cie
"Le Lion" S.A., Delhaize The Lion America, Inc., and the
Company (incorporated by reference to Exhibit 10 of the
Company's Report on Form 8-K dated October 7, 1994)
-1-
10(e) Proxy Agreement dated January 4, 1991 between
Etablissements Delhaize Freres et Cie "Le Lion"
S.A. and Delhaize The Lion America, Inc. (incorporated
by reference to Exhibit 10(e) of the Company's Annual
Report on form 10-K dated March 25, 1991)
10(f) Annual Incentive Bonus Plan (incorporated by
reference to Exhibit 19(a) of the Company's
Annual Report on Form 10-K dated March 30, 1983)
10(g) Declaration of Amendment to the Company's Annual
Incentive Bonus Plan effective as of December 14,
1987 (incorporated by reference to Exhibit 10(h)
of the Company's Annual Report on Form 10-K dated
March 20, 1989)
10(h) Employment Agreement dated August 1, 1991 between
the Company and Tom E. Smith (incorporated by
reference to Exhibit 10(h) of the Company's Annual
Report on Form 10-K dated March 24, 1992)
10(i) Retirement and Consulting Agreement dated May 1,
1991 between the Company and Jerry W. Helms
(incorporated by reference to Exhibit 10(i) of
the Company's Annual Report on Form 10-K dated
March 24, 1992)
10(j) Stock Purchase Agreement dated June 30, 1981 between
the Company and Ralph W. Ketner (incorporated by
reference to Exhibit 10(j) of the Company's Annual
Report on Form 10-K dated April 1, 1987)
10(k) Amended and Restated Food Lion, Inc. 1983 Employment
Stock Option Plan (incorporated by reference to
Exhibit 10(k) of the Company's Annual Report on Form
10-K dated March 24, 1992)
10(l) 1991 Employee Stock Option Plan of Food Lion, Inc.
(incorporated by reference to Exhibit 10(l) of the
Company's Annual Report on Form 10-K dated March 24,
1992)
10(m) Split Dollar Life Insurance Agreement between the
Company and Tom E. Smith (incorporated by reference
to Exhibit 10(o) of the Company's Annual Report on
Form 10-K dated April 1, 1987)
10(n) Split Dollar Life Insurance Agreement between
the Company and Tom E. Smith issued May 25, 1988
(incorporated by reference to Exhibit 10(w) of
the Company's Annual report on Form 10-K dated
March 20, 1989)
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10(o) Letter Agreement dated May 10, 1990 between the
Company and Ralph W. Ketner (incorporated by
reference to Exhibit 10(q) of the Company's
Annual Report on Form 10-K dated March 25, 1991)
10(p) U.S. Distribution Agreement dated August 20, 1991
between the Company and Goldman, Sachs & Co and
Merrill Lynch & Co. relating to the sale of up to
$300,000,000 in principal amount to the Company's
Medium-Term Notes (incorporated by reference to
Exhibit 10(p) of the Company's Annual Report on
Form 10-K dated March 24, 1992)
10(q) $350,000,000 Revolving Credit Facility dated November
17, 1994, among the Company, and various banks and
Wachovia Bank of Georgia, N.A. and Nations Bank
of North Carolina, N.A. as Co-Agents and Wachovia Bank of
Georgia, N.A. as Administrative Agent (incorporated by
reference to Exhibit 10(q) of the Company's Annual Report
on Form 10-K dated March 28, 1995)
10(r) License Agreement between the Company and Etablissements
Delhaize Freres Et Cie "Le Lion" S.A. dated January 1,
1983 (incorporated by reference to Exhibit 10(t) of the
Company's Annual Report on Form 10-K dated March 31, 1994)
10(s) Employee Severence Agreement dated July 13, 1995 between the
Company and John P. Watkins (incorporated by reference to
Exhibit 10 of the Company's Quarterly Report on Form 10-Q
dated September 9, 1995)
11 Computation of Earnings Per Share 20
13 Annual Report to Shareholders for the year ended
December 30, 1995 21-46
23 Consent of Independent Accountants 47
27 Financial Data Schedule 48-49
99 Undertaking of the Company to file exhibits pursuant
to Item 601(b)(4)(iii)(A) of Regulation S-K 50
(b) Reports on Form 8-K:
The Company filed a report on Form 8-K pursuant to Item 5 and
Item 7 on May 5, 1995 announcing a) a stock repurchase plan
and b) press release.
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