1
Filed by Etablissements Delhaize Freres et Cie "Le Lion" S.A.
Pursuant to Rule 425 under the Securities Act of 1933
Subject company: Delhaize America, Inc.
Commission File No.: 1-15275
PRESS RELEASE - 15 MARCH - 2001
DELHAIZE GROUP CREATES NEW MANAGEMENT STRUCTURE
BRUSSELS, BELGIUM, MARCH 15, 2001 - DELHAIZE GROUP (EURONEXT BRUSSELS: DELB)
CREATES A NEW MANAGEMENT STRUCTURE TO STRENGTHEN ITS OPERATIONS. AT THE SAME
TIME, TO IMPROVE ITS CORPORATE GOVERNANCE, THE BOARD OF DIRECTORS PROPOSES THE
ELECTION OF FIVE NEW DIRECTORS, OF WHICH THREE WILL BE INDEPENDENTS. THE NEW
GROUP MANAGEMENT STRUCTURE WILL BE ORGANIZED AROUND THREE OPERATIONAL REGIONS
AND FOUR GROUP SUPPORT FUNCTIONS. PRESIDENT AND CHIEF EXECUTIVE OFFICER
PIERRE-OLIVIER BECKERS CREATES AN OFFICE OF THE CEO AND REINFORCES THE EXECUTIVE
COMMITTEE.
At the Shareholders Meeting of May 23, 2001, the Board of Directors of Delhaize
Group will propose to elect R. William McCanless, Hugh Farrington and three
independent members, for a period of three years, to sit on the board. R.
William McCanless is President and Chief Executive Officer of Delhaize America,
and Hugh Farrington is Vice Chairman of Delhaize America and Chief Executive
Officer of Hannaford.
In addition, the Board of Directors of Delhaize Group voted unanimously the
creation of three committees of the Board: an Audit Committee, a Nominating
Committee and a Compensation Committee, effective following the General Meeting
of Shareholders on May 23, 2001. These committees will increase the Delhaize
Group's Board effectiveness and will position Delhaize Group at the forefront of
best practices in corporate governance.
NEW MANAGEMENT STRUCTURE
In November 2000, the Board of Directors of Delhaize Group and Delhaize America
agreed on a share exchange pursuant to which each outstanding share of Delhaize
America not currently held by Delhaize Group would be exchanged for 0.4 shares
of Delhaize Group. Immediately after the closing of the share exchange, which is
expected in the Spring of 2001, the management structure of Delhaize Group will
be organized around three operational regions (United States, Europe and Asia)
and four Group support functions (Finance, Human Resources, Information
Technology and Legal Affairs).
2
"The purpose for this management structure is to optimally set direction and
co-ordinate activities and goals at Group level and better align the financial
and human resources with the group priorities", says Pierre-Olivier Beckers,
President and Chief Executive Officer of Delhaize Group. "At the same time, the
local banners will remain the driving force of Delhaize Group, with local
management having full responsibility for setting their objectives and
delivering results within the overall framework and targets of Delhaize Group."
OPERATIONAL REGIONS:
R. William McCanless, President and Chief Executive Officer of Delhaize America,
will have responsibility for all U.S. activities of Delhaize Group. All European
operations will be grouped under the new Delhaize Europe region. The grouping of
the various European companies around one executive will optimize synergies at
the European level. Renaud Cogels, currently General Manager of Delhaize
Belgium, will be appointed as Chief Executive Officer of Delhaize Europe
(Delhaize Belgium, Alfa-Beta - Greece, Delvita - Czech Republic and Slovakia -
and Mega-Image - Romania). Denis Knoops is Delhaize Group Vice President in
charge of the Asian activities of Delhaize Group.
Arthur Goethals, Chief Operating Officer of Delhaize Belgium, will be appointed
to succeed Mr. Cogels as General Manager of Delhaize Belgium.
GROUP SUPPORT FUNCTIONS:
Finance department: Jean-Claude Coppieters 't Wallant is Delhaize Group Senior
Vice President and Chief Financial Officer. Mr. Coppieters is also Secretary of
the Board of Directors of Delhaize Group. Legal affairs department: Michael
Waller will be appointed Delhaize Group Senior Vice President and General
Counsel, also having responsibility for government affairs in the Group. Mr.
Waller is Executive Vice President, General Counsel and Secretary of Delhaize
America. Human resources department: Pierre Dumont is Delhaize Group Senior Vice
President Group Human Resources and Secretary of the Executive Committee. IT
department: Michel Eeckhout will be appointed Delhaize Group Vice President of
Information Technology Processes and Systems. Michel Eeckhout is Executive
Director of Information Technology and Synergies Delhaize Belgium.
OFFICE OF THE CEO AND EXECUTIVE COMMITTEE
Pierre-Olivier Beckers, President and Chief Executive Officer of Delhaize Group,
creates an Office of the CEO and strengthens the Executive Committee. The Office
of the CEO will assist Pierre-Olivier Beckers in the management of the Group and
will meet weekly. The Executive Committee will prepare the strategy proposals
for the Board of Directors, oversee the operational activities and analyze the
business performance of the Group. It will meet monthly.
JOINING MR. BECKERS IN THE OFFICE OF THE CEO:
Bill McCanless, Delhaize Group Executive Vice President and Chief Executive
Officer Delhaize America, Renaud Cogels, Delhaize Group Executive Vice President
and Chief Executive Officer Delhaize Europe, Hugh Farrington, Delhaize Group
Executive Vice President and Vice Chairman
3
Delhaize America, as well as Chief Executive Officer Hannaford Bros.
THE ENLARGED EXECUTIVE COMMITTEE WILL BE COMPOSED OF:
The members of the Office of the CEO, Jean-Claude Coppieters 't Wallant,
Delhaize Group Senior Vice President and Chief Financial Officer, Arthur
Goethals, Delhaize Group Senior Vice President and General Manager Delhaize
Belgium, Michael Waller, Delhaize Group Senior Vice President and General
Counsel, Pierre Dumont, Delhaize Group Senior Vice President Group Human
Resources and Secretary of the Executive Committee
This new management structure will be effective at the closing of the share
exchange with Delhaize America.
DELHAIZE GROUP
Delhaize Group is an international food retailer headquartered in Belgium and
listed on Euronext Brussels. At the end of 2000, Delhaize Group's sales network
consisted of 2,310 stores in 10 countries on 3 continents. In 2000, Delhaize
Group achieved sales of EUR 18.2 billion and a net profit of EUR 161 million.
Delhaize Group employs 153,000 persons. For more information, visit
www.delhaizegroup.com.
INVESTORS AND PRESS CONTACT
Guy Elewaut Tel.: + 32 (0) 2 412 29 48
Geoffroy d'Oultremont Tel.: + 32 (0) 2 412 83 21
Fax: + 32 (0) 2 412 29 76
e-mail:
investor@delhaizegroup.com
This press release is available in English, French and Dutch. You can also find
it on the web site http://www.delhaizegroup.com.
CURRICULUM VITAE
PIERRE-OLIVIER BECKERS (40) was appointed President and Chief Executive Officer
of Delhaize Group on January 1, 1999, and has been Chairman of the Board of
Directors of Delhaize America, Inc. since April 1999. Mr. Beckers joined
Delhaize Group in 1983 and gained a broad experience as a buyer, director of
purchasing, member of the Executive Committee and since 1996 as Executive Vice
President in charge of international activities. In 1992, Mr. Beckers became
member of the Board of Directors of Delhaize America. Mr. Beckers holds a
Bachelor's degree in applied economics from I.A.G., Louvain-la-Neuve and a
Master's degree in business administration from Harvard Business School. In
2000, Mr. Beckers was named Manager of the Year, a distinction awarded by the
Belgian business magazine Trends/Tendances.
RENAUD COGELS (51) has been General Manager of Delhaize Belgium since 1988.
After starting his career in the banking industry, Mr. Cogels joined Delhaize
Group in 1977. Mr. Cogels became successively buyer and buying director of
perishable products. He became successively
4
also responsible for marketing, non-food buying, logistics and IT. From 1987,
Mr. Cogels worked on the founding of the European buying group SED. In 1988, Mr.
Cogels was appointed member of the Executive Committee of Delhaize Group. Mr.
Cogels received a Master's degree in economics at the University of Louvain.
Since 1998, Mr. Cogels is member of the Board of Directors of Fedis, the Belgian
retail federation, and since 2000 of Eurocommerce, the European retail
federation.
JEAN-CLAUDE COPPIETERS 'T WALLANT (55) has been Chief Financial Officer of
Delhaize Group since 1998 and is since 1990 Secretary of the Board of Directors
of Delhaize Group. Since 1996, Mr. Coppieters is member of the Board of
Directors of Delhaize America. Mr. Coppieters joined Delhaize Group in 1971 as a
member of the financial department. Mr. Coppieters became in 1974 Director of
Finance. In 1980, Mr. Coppieters became also responsible for store expansion,
real estate and insurance, and in 1990 for accounting. From 1984 to 1987, Mr.
Coppieters was Secretary of the Executive Committee and he became in 1987 member
of the Executive Committee. Mr. Coppieters received a Bachelor's degree in
commercial and financial sciences at I.C.H.E.C., Brussels. Since 1994 Mr.
Coppieters is member of the Board of Directors of Assubel "Accidents de
Travail".
PIERRE DUMONT (62) is since 1998 Director Development Group Human Resources
Delhaize Group and since 1995 Secretary of the Executive Committee Delhaize
Group. Since 1999, Mr. Dumont is member of the Board of Directors of Delhaize
America. Mr. Dumont earned a Juris Doctorate degree at the Vrije Universiteit
Brussel, Brussels. After practicing law at the bar in Antwerp, Mr. Dumont joined
Delhaize Group in 1964. Mr. Dumont was from 1971 to 1997 Vice President Human
Resources. He became in 1984 advisor to the Executive Committee of Delhaize
Group. Mr. Dumont is since 1995 Chairman of the social committee of Fedis, the
Belgian retail organization. Since 1970, Mr. Dumont is a Judge at the Brussels
Social Court of Appeal. In 1994, Mr. Dumont was awarded the distinction Belgian
Human Resources Manager of the Year.
MICHEL EECKHOUT (51) is since 1995 member of the Executive Committee Delhaize
Belgium as the Executive Director Technology and Synergies. Before joining the
Delhaize Group in 1978, Mr. Eeckhout was assistant at the Vrije Universiteit
Brussel, Brussels, and consultant to the aerospace industry. Over the next
several years, Mr. Eeckhout served in Delhaize Group as IT project leader and IT
manager. In addition, Mr. Eeckhout is since 1992 Group coordinator for the
IT-activities in Europe and Asia, and since 2000 responsible for the Group
contacts with the WorldWide Retail Exchange. Mr. Eeckhout earned a Bachelor's
degree in economics at UFSIA, Antwerp, in European economics and a Master's
degree in business administration, at Universite Libre de Bruxelles, Brussels.
HUGH G. FARRINGTON (56) is since 1992 Chief Executive Officer of Hannaford
Bros., Co. and since 2000 Vice Chairman of Delhaize America, Inc. Mr. Farrington
joined Hannaford Bros. in 1968. Over the next several years, he served as
assistant store manager, store manager, regional supervisor and general manager
and vice president. Mr. Farrington was promoted in 1980 to Executive Vice
President of Retail Operations. In 1984, Mr. Farrington became President and
Chief Operating Officer of Hannaford Bros. In 1992, Mr. Farrington assumed the
role of President and Chief Executive Officer of Hannaford Bros. Mr. Farrington
received a Bachelor's
5
degree from Dartmouth College, Hanover, New Hampshire and a Master of Education
from the University of New Hampshire. Mr. Farrington serves on the Board of
Trustees of Maine Medical Center and Maine Health, and also serves on the Maine
Medical Assessment Foundation Board of Directors.
ARTHUR GOETHALS (55) is since 2000 Chief Operating Officer of Delhaize Belgium
and since 1994 member of the Executive Committee of Delhaize Group. Mr. Goethals
joined Delhaize Group in 1972 and became successively store manager, district
manager and assistant to the sales department. In 1983, Mr. Goethals became
department manager with the responsibility to start the wholesale activity AD
Delhaize. Afterwards, Mr. Goethals became respectively Zone Director, Director
Supermarkets Division and since 1994 Executive Director of Sales & Marketing.
Mr. Goethals received a commercial degree in Ghent, a degree in commerce and
marketing at the Instituut voor Postuniversitair Onderwijs, Antwerp, and a
degree in advanced management at the Vlerick Leuven Gent Management School.
DENIS KNOOPS (35) is since 1997 Vice President of the Asian activities of
Delhaize Group. In 1991, Mr. Knoops joined Delhaize Group as a trainee in store
operations and became store manager. In 1993, Mr. Knoops became grocery buyer.
Mr. Knoops was promoted in 1994 to General Manager of the pet food chain Tom &
Co. In 1997, Mr. Knoops became the leader of the first expatriate team in
South-East Asia of Delhaize Group to launch joint ventures in Thailand,
Indonesia and Singapore. Mr. Knoops has a Bachelor's degree in commercial
engineering from I.A.G., Louvain-la-Neuve.
R. WILLIAM MCCANLESS (43) is President, Chief Executive Officer and member of
the Board of Directors of Delhaize America since August 1999 and Chief Executive
Officer and member of the Board of Directors of Food Lion since April 1999. From
1995 to 1999, Mr. McCanless was Senior Vice President of Administration and
Chief Administrative Officer of Food Lion. Mr. McCanless received a Juris
Doctorate degree from Wake Forest University School of Law and a Bachelor's
degree in accounting from the University of North Carolina at Charlotte. Mr.
McCanless is a member of the North Carolina State Bar and serves on the Board of
Trustees of the University of North Carolina, Charlotte.
MICHAEL REX WALLER (47) has been Executive Vice President, General Counsel and
Secretary of Delhaize America, Inc. since July 2000. Previously, Mr. Waller was
a partner in the international law firm Akin, Gump, Strauss, Hauer & Feld,
L.L.P. In the years prior to joining Delhaize America, Mr. Waller served as
Managing Partner of Akin Gump's Moscow and London offices, and maintained an
international corporate practice. Mr. Waller earned a Bachelor's degree in arts
from Auburn University and a Juris Doctorate degree from the University of
Houston, where he served as Editor-in-Chief of the Houston Law Review. Prior to
entering private practice, Mr. Waller served in Texas as a law clerk for U.S.
District Judge Robert O'Connor, Jr. in the Southern district of Texas.
6
SAFE HARBOR
This press release includes forward-looking statements (statements that are not
historical facts and relate to future activities and performance) that involve
risks and uncertainties. These forward-looking statements include statements
about future strategies and the anticipated benefits of these strategies, and
they are subject to risks and uncertainties. Actual results may differ
materially from those stated in any forward-looking statements based on a number
of factors, including the early stage of Delhaize Group's consideration of these
strategies, the possibility that Delhaize Group may decide not to implement
these strategies, the ability of Delhaize Group to successfully implement any of
these strategies if and when Delhaize Group decides to implement them, and the
possibility that the anticipated benefits of these strategies are not achieved.
Delhaize Group assumes no obligation to update the information contained in this
press release.
This press release is not an offer or the solicitation of an offer to acquire
any securities of Delhaize Group and no such offer or solicitation will be made
except in compliance with applicable securities laws.
INFORMATION FOR INVESTORS
INVESTORS ARE URGED TO READ THE RELEVANT DOCUMENTS THAT WILL BE FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION BY DELHAIZE GROUP AND DELHAIZE AMERICA IN
CONNECTION WITH THE SHARE EXCHANGE. THESE DOCUMENTS WILL CONTAIN IMPORTANT
INFORMATION, INCLUDING THE IDENTITIES OF THE PARTICIPANTS IN ANY SOLICITATION OF
PROXIES OR CONSENTS FROM DELHAIZE AMERICA SHAREHOLDERS AND A DESCRIPTION OF SUCH
PARTICIPANTS' INTERESTS IN ANY SUCH SOLICITATION. FREE COPIES OF THE DOCUMENTS
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION WILL BE AVAILABLE AT EITHER
DELHAIZE GROUP HEADQUARTERS IN BRUSSELS, THE DELHAIZE AMERICA HEADQUARTERS IN
SALISBURY, NORTH CAROLINA OR ON THE SECURITIES AND EXCHANGE COMMISSION WEB SITE
(HTTP://WWW.SEC.GOV).