1
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 (Date of Earliest Event Reported): August 17, 1999
FOOD LION, INC.
(Exact name of registrant as specified in its charter)
Commission File No. 0-6080
North Carolina 56-0660192
- ------------------------ -------------------
(State of Incorporation) (I.R.S. Employer
Identification No.)
2110 Executive Drive, P.O. Box 1330
Salisbury, North Carolina 28145-1330
- ---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (704) 633-8250
Not Applicable
(former name or former address if changed since last report)
2
Item 5. Other Events
On August 18, 1999, Food Lion, Inc., a North Carolina corporation
("Food Lion"), announced that it had entered into an Agreement and Plan of
Merger (the "Merger Agreement"), dated as of August 17, 1999, by and among Food
Lion, Hannaford Bros. Co., a Maine corporation ("Hannaford"), and FL Acquisition
Sub, Inc., a Maine corporation and a wholly-owned subsidiary of Food Lion
("Merger Subsidiary"), whereby Merger Subsidiary will be merged with and into
Hannaford and Hannaford will continue as the surviving corporation (the
"Merger"). Consummation of the Merger is conditioned upon, among other things,
the approval of Hannaford's stockholders, the expiration of all applicable
waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976,
as amended, and other customary conditions. A copy of the Merger Agreement is
attached as an exhibit to this report and is incorporated herein by reference.
A copy of the press release, dated August 18, 1999, issued by Food
Lion, relating to the above-described transaction is attached as an exhibit to
this report and is incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits.
2 Agreement and Plan of Merger, dated as of August 17,
1999, by and among Food Lion, Inc., Hannaford Bros.
Co. and FL Acquisition Sub, Inc.
99.1 Press Release issued by Food Lion, dated August 18,
1999.
99.2 Stock Exchange Agreement, dated as of August 17,
1999, by and among Food Lion, Inc., Empire Company
Limited and E.C.L. Investments Limited.
99.3 Voting Agreement, dated as of August 17, 1999, by and
among Food Lion, Inc., Empire Company Limited and
E.C.L. Investments Limited.
99.4 Registration Rights Agreement, dated as of August 17,
1999, by and among Food Lion, Inc., Empire Company
Limited, E.C.L. Investments Limited, Pension Plan for
Employees of Sobeys, Inc. and Sobeys Inc. Master
Trust Investment Fund.
2
3
SIGNATURES
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.
FOOD LION, INC.
Dated: August 18, 1999 By: /s/ Lester C. Nail
----------------------------------
Name: Lester C. Nail
--------------------------------
Title: Vice President of Legal Affairs
-------------------------------
3
4
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
2 Agreement and Plan of Merger, dated as of August 17,
1999, by and among Food Lion, Inc., Hannaford Bros.
Co. and FL Acquisition Sub, Inc.
99.1 Press Release issued by Food Lion, dated August 18,
1999.
99.2 Stock Exchange Agreement, dated as of August 17,
1999, by and among Food Lion, Inc., Empire Company
Limited and E.C.L. Investments Limited.
99.3 Voting Agreement, dated as of August 17, 1999, by and
among Food Lion, Inc., Empire Company Limited and
E.C.L. Investments Limited.
99.4 Registration Rights Agreement, dated as of August 17,
1999, by and among Food Lion, Inc., Empire Company
Limited, E.C.L. Investments Limited, Pension Plan for
Employees of Sobeys, Inc. and Sobeys Inc. Master
Trust Investment Fund.