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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): September 7, 1999
DELHAIZE AMERICA, INC.
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(Exact Name of Registrant as Specified in Charter)
NORTH CAROLINA 0-6080 56-0660192
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
P.O. BOX 1330
2110 EXECUTIVE DRIVE
SALISBURY, NORTH CAROLINA 28145-1330
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (704) 633-8250
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Food Lion, Inc.
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events
At the special meeting of the stockholders of Food Lion, Inc., a North
Carolina corporation, held in New York, New York, on September 7, 1999, the
shareholders of Food Lion approved the following proposals:
1. a plan to convert Food Lion into a holding company by
transferring the assets and operations of Food Lion into a
newly-formed, wholly-owned subsidiary, with the result that Food
Lion would become a holding company with separate operating
subsidiaries;
2. an amendment to the articles of incorporation of Food Lion to
effect a one-for-three reverse stock split of Food Lion's issued
and outstanding shares of Class A common stock and Class B common
stock;
3. an amendment to the articles of incorporation of Food Lion to
change the name of Food Lion from "Food Lion, Inc." to "Delhaize
America, Inc.";
4. an amendment to the articles of incorporation of Food Lion to
authorize 500,000,000 shares of a new class of "blank check"
preferred stock;
5. an amendment to the articles of incorporation of Food Lion to
authorize Food Lion to engage in any lawful activity for which
corporations may be formed under North Carolina law; and
6. an amendment to the Bylaws of Food Lion to provide that Food Lion
may have from eight to fourteen directors.
The conversion of Food Lion into a holding company, including the
transfer of the Food Lion assets and operations to a wholly-owned subsidiary of
Food Lion, will occur over a period of approximately twelve months.
On September 8, 1999, Food Lion filed articles of amendment with the
Secretary of State of North Carolina to amend its articles of incorporation to
effect the one-for-three reverse stock split of Food Lion's issued and
outstanding shares, to change its name from "Food Lion, Inc." to "Delhaize
America, Inc.," to authorize 500,000,000 shares of a new class of "blank check"
preferred stock, and to authorize Food Lion to engage in any lawful activity for
which corporations may be formed under North Carolina law. The amendments set
forth in the articles of amendment were effective at 12:01 a.m. EST on September
9, 1999. A copy of the articles of amendment are attached hereto as Exhibit 3.1
and are incorporated herein by reference.
The shareholder approval of the Bylaw amendment providing that Food
Lion may have from eight to fourteen directors was effective on September 7,
1999. A copy of the
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Amended and Restated Bylaws of Delhaize America, Inc. (formerly known as Food
Lion, Inc.) is attached hereto as Exhibit 3.2 and is incorporated herein by
reference.
On September 7, 1999, Food Lion issued a press release that is attached
as Exhibit 99.1 hereto. On September 9, 1999, Food Lion issued a press release
that is attached as Exhibit 99.2 hereto. The press releases are incorporated
herein by reference.
Item 7. Financial Statements and Exhibits
EXHIBIT NUMBER DESCRIPTION
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3.1 Articles of Amendment to the Articles of Incorporation
of Food Lion, Inc. (changing its name to Delhaize
America, Inc., among other things)
3.2 Bylaws of Delhaize America, Inc., as amended through
September 9, 1999.
99.1 Press release issued by Food Lion on September 7,
1999.
99.2 Press release issued by Food Lion on September 9,
1999.
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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.
FOOD LION, INC.
/s/ Lester C. Nail
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Lester C. Nail
Vice President of Legal Affairs
Date: September 15, 1999
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