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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended January 1, 2000. Commission File No. 0-6080
DELHAIZE AMERICA, INC.
(Exact name of registrant as specified in its charter)
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:
Name of each exchange
Title of each class on which registered
Class A Common Stock, par value $.50 per share New York Stock Exchange
Class B Common Stock, par value $.50 per share New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
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.[ ]
The aggregate market value of the voting and non-voting stock held by non-
affiliates of the Registrant based on the price of such stock at the close of
business on March 24, 2000, was $579,046,755 and $766,122,471, respectively. 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
percent of the outstanding voting stock of the Registrant.
Outstanding shares of common stock of the Registrant as of March 24, 2000.
Class A Common Stock - 79,931,607
Class B Common Stock - 75,290,542
Exhibit index is located on sequential page 15 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 fiscal year ended January 1, 2000,
is incorporated by reference in Part II hereof.
2. Proxy Statement for the 2000 Annual Meeting of Shareholders of the
Company to be held on May 4, 2000, is incorporated by reference in
Part III hereof.
PART I
Item 1. Business.
Delhaize America, Inc. (the "Company") engages in one line of business, the
operation of retail food supermarkets in the Southeastern and Mid-Atlantic
regions of the United States. The Company was incorporated in North Carolina in
1957 and maintains its corporate headquarters in Salisbury, North Carolina.
On August 17, 1999, the Company entered into a definitive merger agreement
to acquire all of the outstanding shares of Hannaford Bros. Co. in a cash and
stock transaction valued at approximately $3.6 billion, including the assumption
of debt. Upon completion of the transaction , Hannford will operate as a
subsidiary of Delhaize America, Inc. The Company expects to finalize the
acquisition of Hannaford Bros. Co. in fiscal 2000.
The Company's stores, which are operated under the names of "Food Lion,"
"Kash n' Karry" and "Save `n Pack," sell a wide variety of groceries, produce,
meats, dairy products, seafood, frozen food, deli/bakery and non-food items such
as health and beauty care, prescriptions, 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 labels of "Food Lion" and "Kash n' Karry." The Company offers
between 25,000 and 35,000 Stock Keeping Units (SKU's) in its Food Lion locations
and between 35,000 and 40,000 SKU's in its Kash n' Karry locations. The
Company's current Food Lion store prototype is a 38,000 square foot model. The
current Kash n' Karry store prototype is a 46,000 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.
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, super-centers, discount food stores,
single unit stores, convenience stores, warehouse clubs and drug stores. 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.
As of January 1, 2000, 1,276 supermarkets were in operation as follows:
Delaware 14 North Carolina 429
Florida 182 Pennsylvania 7
Georgia 58 South Carolina 118
Kentucky 13 Tennessee 88
Maryland 59 Virginia 291
West Virginia 17
As of March 24, 2000, the Company had opened ten supermarkets since January 1,
2000, and relocated one supermarket and signed leases for five supermarkets
which are expected to open in either 2000 or 2001.
Warehousing and distribution facilities, including its transportation
fleet, are owned and operated by the Company and are located in Green Cove
Springs and Plant City, Florida; Salisbury and Dunn, North Carolina;
Greencastle, Pennsylvania; Elloree, South Carolina; Clinton, Tennessee; and
Disputanta, Virginia.
As of January 1, 2000, the Company employed 35,021 full-time and 58,647
part-time employees.
The following table shows the number of stores opened, closed and
relocated, and the number of stores open at the end of each year, for
the past three fiscal years.
# Stores # Stores #Stores # Stores Opened
Opened Closed Relocated Year-end
1999 100 (10) (21) 1,276
1998 79 (12) (17) 1,207
1997 164 (a) (94) (b) (25) 1,157
(a) Includes 100 stores acquired from Kash n' Karry
(b) Includes 61 Southwest store closings
Item 2. Properties.
Supermarkets operated by the Company in the Southeastern and Mid-Atlantic
states average 33,715 square feet in size. The Company's current Food Lion
store prototype retail format is a 38,000 square foot model with a deli/bakery
department. The current Kash n' Karry store prototype is a 46,000 square foot
model. All of the Company's supermarkets are self-service stores which have off-
street parking facilities. With the exception of operating 72 owned
supermarkets, the Company occupies its various supermarket premises under lease
agreements providing for initial terms of up to 30 years, with renewal options
generally ranging from five to twenty years.
At the end of 1999 the Company had $18.6 million (net book value) in
property held for sale.
The following table identifies the location and square footage of
distribution centers and office space operated by the Company as of
January 1, 2000.
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 1,098,612
Distribution Center #4 Dunn, NC 1,224,652
Distribution Center #5 Green Cove Springs, FL 832,109
Distribution Center #6 Clinton, TN 833,042
Distribution Center #7 Greencastle, PA 1,236,124
Distribution Center #8 Plant City, FL 759,546
Corporate Headquarters Salisbury, NC 271,592
9,009,628
Item 3. Legal Proceedings.
The Company has had no significant developments related to legal matters
since the Item 1 disclosure included in the Company's Form 10-Q filed
October 26, 1999 for the quarter ended September 11, 1999.
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 fiscal year ended January 1, 2000, is
hereby incorporated by reference.
Item 6. Selected Financial Data.
The information set forth beneath the heading "Ten Year Summary of
Operations" in the Annual Report to Shareholders for the fiscal year ended
January 1, 2000, 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 fiscal year ended January 1, 2000, which
information is set forth in Exhibit 13 to this Form 10-K and is hereby
incorporated by reference.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
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 fiscal year ended January 1, 2000, which information
is set forth in Exhibit 13 to this Form 10-K and is hereby incorporated
by reference.
Item 8. Financial Statements and Supplementary Data.
The information required by this item is included in the Company's Annual
Report under the captions "Consolidated Balance Sheets," "Consolidated
Statements of Income," "Consolidated Statements of Cash Flows," "Consolidated
Statements of Shareholders' Equity," "Notes to Consolidated Financial
Statements," "Report of Independent Accountants" and "Results by Quarter" which
information is set forth in Exhibit 13 to this Form 10-K and is hereby
incorporated by reference.
Item 9. Changes In and Disagreements with Accountants on
Accounting and Financial Disclosure.
This item is not applicable.
PART III
Item 10. Directors and Executive Officers of the Registrant.
The information pertaining to nominees for election as directors set forth
beneath the heading "Election of Directors"and "Section 16(A) Beneficial
Ownership Reporting Compliance" in the Proxy Statement for the 2000
Annual Meeting of Shareholders to be held May 4, 2000 is incorporated by
reference.
Executive Officers of the Registrant
The names and ages of the current executive officers of the Company and
their positions as of March 30, 2000, are set forth below. None of the
executive officers named below is related to any other executive officer or
director by blood, marriage or adoption. Officers serve at the discretion
of the Board of Directors.
Bill McCanless, age 42, was named President and Chief Executive Officer
of the Company on April 7, 1999, and at the same time, was elected to the
Company's Board of Directors. On January 1, 2000, Mr. McCanless was appointed
to the Executive Committee of Delhaize, the Company's parent, based in
Brussels, Belgium. Mr. McCanless joined the Company in 1989 and served
from 1995 to 1999 as its Senior Vice President of Administration, Chief
Administrative Officer, and Secretary responsible for administration of the
Company's finance, strategic planning, real estate, information technology,
human resources, diversity and legal departments.
David G. Biery, age 43, was appointed Vice President of Marketing-Food
Lion Division in 1999. Mr. Biery has served the Company since 1994 as
Director of Marketing, coordinating local marketing initiatives and working
with store operations.
Robert J. Brunory, age 45, is the Senior Vice President of Sales and
Marketing-Food Lion Division, overseeing category management, marketing,
and procurement. He previously served the Company as its Vice President of
Category Management, a position he held since 1994.
Michael D. Byars, age 41, has served as Chief Operating Officer of
Kash n' Karry since September, 1997. Previously, Mr. Byars served as
Director of Merchandising of Food Lion's Central Division for the Company's
meat operations from 1995 to 1997.
Robert E. Crosslin, age 45, was named Vice President of
Distribution-Food Lion Division in 1998 and is responsible for all
operational functions of distribution. His responsibilities include
warehousing, transportation and in-bound logistics. Mr. Crosslin joined
the Company in 1996 as director of distribution and regional transportation
manager. Prior to joining the Company, Mr. Crosslin served as Director
of Fleet Services of Ralphs from 1983 to 1986.
W. Bruce Dawson, age 47, assumed the position of President of Kash n'
Karry in January, 2000. Mr. Dawson joined the Company in 1981 as an area
perishable supervisor and has held numerous positions of increasing
responsibility with the Company. He was named Vice President of Food Lion's
Southern Division in 1995 and later that year to Vice President of
Food Lion's Northern Division.
James E. Egan, Jr., age 35, assumed the position of Vice President
of Operations for Food Lion's Atlantic Division in January 2000. Mr.
Egan previously served as Director of Store Operations in Food
Lion's Northern Division from October 1998 to January 2000.
Mr. Egan joined the Company in 1986.
Keith M. Gehl, age 41, serves the Company as Vice President of Real
Estate and Store Development-Food Lion Division, a position he has
held since 1997. Mr. Gehl joined the Company as Director of Internal
Audit in 1989. He became Director of Store Operations for Food Lion's
Northern Division in 1996, before assuming his current position.
Dwayne R. Gilley, age 51, serves as Vice President of Operations
for Food Lion's Northern Division, a position he assumed in January 2000.
In this position, Mr. Gilley oversees Food Lion stores in Virginia,
West Virginia, Tennessee and North Carolina. Previously, Mr. Gilley
served as Director of Store Operations from December 1996 to January 2000.
Joseph C. Hall, age 50, is President and Chief Operating Officer
of the Food Lion Division, a position he has held since September 1999. He
joined the Company as a buyer in 1976 and held numerous positions before
being promoted to Vice President of Purchasing in 1988. Mr. Hall has
served as Vice President of Marketing and Vice President of Food Lion's
Southern and Central Divisions. He was appointed to the Board of Directors
in 1995. Mr. Hall was named Senior Vice President and Chief Operating
Officer in 1995 and served in such position until his appointment to President
and Chief Operating Officer.
Carol Herncon, age 37, serves as Vice President of Information Technology
- -Food Lion Division. Ms. Herndon joined the Company as financial controller
in 1989 and became the Director of Financial Accounting in 1991.
L. Darrell Johnson, age 47, joined the Company in 1985. In October 1997,
Mr. Johnson assumed the position of Vice President of Human Resources,
overseeing benefits administration, compensation, recruiting and retention
of employees. Previously, Mr. Johnson served as Director of Human Resources
Compensation and Administration from 1996 to 1997.
Laura C. Kendall, age 48, joined the Company in 1997 as Chief Financial
Officer and Vice President of Finance. In such positions, Ms. Kendall is
responsible for the administration of the finance, accounting, audit and
information technology departments. Before coming to the Company, she served
as chief financial officer at F & M Distributors, a discount health and
beauty aids retailer in Michigan. Ms. Kendall is a certified public
accountant.
Randall S. Miller , age 38, serves as Vice President of Operations for
Food Lion's Southern Division, a position he assumed in March 2000. In this
position, Mr. Miller oversees the operation of Food Lion stores in Florida,
Georgia and South Carolina. Previously, Mr. Miller served as Director of
Operations for the Northern Division from 1997 until promoted to Vice
President.
Kyle Mitchell, age 42, serves as Vice President of Construction and
Engineering-Food Lion Division, a position he has held since 1999.
In that position, Mr. Mitchell oversees the construction and renovation of
all Food Lion and Kash n'Karry stores in 11 states. Mr. Mitchell previously
served as Director of Construction and Engineering, responsible for the
development and construction of new stores, remodels and expansions from
1997 to 1999.
C. David Morgan, age 49, became Senior Vice President of Operations-Food
Lion Division in January 2000. He joined the Company in 1990 as an area
supervisor and served most recently as Vice President of Operations for
the Southern Division, a position he held from December 1997 to December
1999.
Elwyn G. Murray, III, age 33, was named Vice President of Procurement of
the Company in 1999. Mr. Murray is responsible for overseeing all the buying
functions for Food Lion and Kash n' Karry stores. Mr. Murray joined the Company
in 1989, and served as Vice President of Marketing and Director of Category
Management from 1995 to 1999.
Lester C. Nail, age 40, joined the Company as Vice President of
Legal Affairs in 1995 and was named General Counsel of the Company in 1999.
Mr. Nail oversees the legal and corporate communications/public affairs
departments, as well as the customer service/community affairs and food
safety/regulatory compliance departments.
Thomas J. Robinson, age 39, serves as Vice President of Operations
for the Central Division of Food Lion, a position he has held since 1997.
Mr. Robinson oversees Food Lion supermarkets in Kentucky, North Carolina,
Tennessee and Virginia. Previously, Mr. Robinson served as Director of
Category Management/Grocery from 1994 to 1997.
Natalie Taylor, age 40, is Vice President of Diversity for the Food Lion
Division, a position she has held since 1997. In her position, she is
responsible for the integration of diversity initiatives within the Company,
outreach efforts to serve the Company's diverse community base, and partnership
opportunities through which the Company may develop state-of-the-art
supermarkets for inner-city communities. Previously, Ms. Taylor served as
Director of Community Affairs and Employee Development from 1993 to 1997.
Item 11. Executive Compensation.
The information pertaining to executive compensation set forth beneath the
headings "Executive Compensation" and "Report of the Senior Management
Compensation Committee, Stock Option Committee and Board of Directors" in the
Proxy Statement for the 2000 Annual Meeting of Shareholders to be held on May 4,
2000, 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 2000
Annual Meeting of Shareholders to be held on May 4, 2000, 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," "Compensation Committee Interlocks and Insider Participation" and
"Certain Transactions" in the Proxy Statement for the 2000 Annual Meeting of
Shareholders to be held May 4, 2000, is hereby incorporated by reference.
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 fiscal year ended January 1, 2000:
ANNUAL REPORT
PAGE NO.
Consolidated Statements of Income for the fiscal
years ended January 1, 2000, January 2, 1999 and
January 3, 1998 22
Consolidated Balance Sheets, as of January 1,
2000 and January 2, 1999 23
Consolidated Statements of Cash Flows for the
fiscal years ended January 1, 2000, January 2, 1999
and January 3, 1998 24
Consolidated Statements of Shareholders' Equity
for the fiscal years ended January 1, 2000,
January 2, 1999 and January 3, 1998 25
Notes to Consolidated Financial Statements 26-31
Report of Independent Accountants 32
Results by Quarter (unaudited) 33
2. Other:
All other schedules are omitted since the required information is not
applicable 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
portions of the Annual Report to Shareholders for the fiscal year ended January
1, 2000 and incorporated by reference into this Form 10-K Annual Report, the
Annual Report to Shareholders for the fiscal year ended January 1, 2000 is not
to be deemed "filed" as part of this report.
3. Exhibits:
Exhibit No.
2 Agreement and Plan of Merger dated as of August 17,
1999, among the Company, Hannaford Bros. Co. and FL
Acquisition Sub, Inc. (incorporated by reference to
Exhibit 2 of the Company's Report on Form 8-K dated
August 19, 1999)
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) Articles of Amendment to Articles of Incorporation
(incorporated by reference to Exhibit 3.1 of the
Company's Current Report on Form 8-K dated September
7, 1999)
3(c) Bylaws of the Company effective September 7, 1999
(incorporated by reference to Exhibit 3.2 of the
Company's Current Report on Form 8-K dated September
7, 1999)
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)
10(d) 1994 Shareholders' Agreement dated as of
September 15, 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) Retirement Agreement dated as of April 7, 1999,
between the Company and Tom E. Smith (incorporated
by reference to Exhibit 10 of the Company's
Quarterly Report on Form 10-Q dated May 5, 1999)
10(g) 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(h) 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(i) 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(j) 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(k) 1996 Employee Stock Incentive Plan of Food Lion,
Inc. (incorporated by reference to Exhibit 10(a)
of the Company's Quarterly Report on Form 10-Q
dated July 30, 1996)
10(l) Key Executive Annual Incentive Bonus Plan
(incorporated by reference to Exhibit 10(b)
of the Company's Quarterly Report on Form
10-Q dated July 30, 1996)
10(m) Profit Sharing Restoration Plan effective as
of May 4, 1995 (incorporated by reference to
Exhibit 10(c) of the Company's 10-Q A dated
August 13, 1996)
10(n) Supplemental Executive Retirement Plan effective
as of May 4, 1995 (incorporated by reference to
Exhibit 10(d) of the Company's 10-Q A dated
August 13, 1996)
10(o) Employee Severance Agreement dated September 5,
1996, between the Company and Dan A. Boone
(incorporated by reference to Exhibit 10 of the
Company's Quarterly Report on Form 10-Q dated
October 16, 1996)
10(p) Employment Agreement dated as of April 7, 1999,
between R. William McCanless and the Company
(incorporated by reference to Exhibit 10(b)of the
Company's Quarterly Report on Form 10-Q dated
July 29, 1999)
10(q) Agreement and Plan of Merger dated as of October
31, 1996, among the Company, KK Acquisition Corp.
and Kash n' Karry Food Stores, Inc. (incorporated
by reference to Exhibit 2 of the Company's Report
on Form 8-K dated October 31, 1996)
10(r) Stockholders' Agreement, dated as of October 31,
1996, among the Company, KK Acquisition Corp.,
Kash n' Karry Food Stores, Inc. and the stockholders
of Kash n' Karry Food Stores, Inc. signatory thereto
(incorporated by reference to Exhibit 10 of the
Company's Report on Form 8-K dated October 31, 1996)
10(s) License Agreement, dated as of June 19, 1997,
among the Company, Kash n' Karry Food Stores, Inc.,
and Etablissements Delhaize Freres Et Cie "Le Lion" S.A.
(incorporated by reference to Exhibit 10(a) of the
Company's Quarterly Report on Form 10-Q dated
July 25, 1997)
10(t) Food Lion Inc. and The Bank of New York, Trustee,
First Supplement Indenture dated as of April 21, 1997
(incorporated by reference to Exhibit 10(a) of the
Company's Quarterly Report on Form 10-Q dated
May 2, 1997)
10(u) Underwriting Agreement dated as of April 16, 1997,
between Food Lion, Inc. and Salomon Brothers, Inc.
for itself and as representative for NationsBanc
Capital Markets Inc. (incorporated by reference to
Exhibit 10(b) of the Company's Quarterly Report
on Form 10-Q dated May 2, 1997)
10(v) Employment Severance Agreement and Mutual Release,
dated as of April 14, 1999, between Pamela K. Kohn
and the Company (incorporated by reference to
Exhibit 10(a) of the Company's Quarterly Report
on Form 10-Q dated July 30 1999)
10(w) Agreement, dated as of January 4, 1998, between
Etablissements Delhaize Freres et Cie "Le Lion"
S.A. and the Company (incorporated by reference to
10(af) of the Company's Annual Report on Form 10-K
dated April 8, 1998)
10(x) Credit Agreement dated as of November 19, 1999,
among the Company, the lenders party thereto, and
Morgan Guaranty Trust Company of New York, as
Administrative Agent
10(y) Credit Agreement dated as of January 26, 2000,
among the Company, the lenders party thereto,
and Morgan Guaranty Trust Company of New York,
as Administrative Agent, relating to
$2,500,000,000 364-Day Term Loan Facility
10(z) Credit Agreement dated as of January 26, 2000,
among the Company, the lenders party thereto,
and Morgan Guaranty Trust Company of New York,
as Administrative Agent, relating to $500,000,000
5-Year Revolving Credit Facility
10(aa) Stock Exchange Agreement dated as of August 17, 1999,
among the Company, Empire Company Limited and E.C.L.
Investments Limited (incorporated by reference to
Exhibit 99.2 of the Company's Current Report on
Form 8-K dated August 19, 1999)
10(ab) Voting Agreement dated as of August 17, 1999, among
the Company, Empire Company Limited and E.C.L.
Investments Limited (incorporated by reference to
Exhibit 99.3 of the Company's Current Report on Form
8-K dated August 19, 1999)
10(ac) Registration Rights Agreement dated as of August 17,
1999, among the Company, Empire Company Limited,
E.C.L. Investments Limited, Pension Plan for Employees
of Sobeys, Inc. and Sobeys Inc. Master Trust Investment
Fund (incorporated by reference to Exhibit 99.4 of the
Company's Current Report on Form 8-K dated August 19, 1999)
10(ad) Employment Severance Agreement and Mutual Release dated
as of January 1, 2000, between A. Edward Benner, Jr. and
Food Lion, a division of Delhaize America, Inc.
10(ae) Employment Agreement dated as of January 20, 2000,
between W. Bruce Dawson and Kash n' Karry Food Stores, Inc.
10(af) Employment Agreement dated as of March 13, 2000, between
Joseph C. Hall, Jr. and Food Lion, a division of Delhaize
America, Inc.
10(ag) Employment Agreement dated as of March 14, 2000, between
Laura C. Kendall and Delhaize America, Inc.
13 Portions of the Annual Report to Shareholders for the
fiscal year ended January 1, 2000
21 Subsidiaries of Registrant
23 Consent of Independent Accountants
27 Financial Data Schedules
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:
Current Report on Form 8-K filed August 19, 1999
Current Report on Form 8-K filed September 17, 1999
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.
Delhaize America, Inc.
Date:3/30/00 By /s/Laura C. Kendall
Laura C. Kendall
Chief Financial Officer
Principal Accounting Officer
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:3/30/00 By/s/Laura Kendall
Laura Kendall
Chief Financial Officer
Principal Accounting Officer
Date:3/30/00 By/s/Pierre-Olivier Beckers
Pierre-Olivier Beckers
Director
Date:3/22/00 By/s/Jacqueline K. Collamore
Dr. Jacqueline K. Collamore
Director
Date:3/30/00 By/s/Jean-Claude Coppieters 't Wallant
Jean-Claude Coppieters 't Wallant
Director
Date:3/30/00 By/s/Pierre DuMont
Pierre DuMont
Director
Date:3/30/00 By/s/William G. Ferguson
William G. Ferguson
Director
Date:3/22/00 By/s/Bernard W. Franklin
Dr. Bernard W. Franklin
Director
Date:3/30/00 By/s/Joseph C. Hall
Joseph C. Hall
President and Chief Operating Officer,
Food Lion Division
Director
Date:3/23/00 By/s/Margaret H. Kluttz
Margaret H. Kluttz
Director
Date:3/30/00 By/s/Bill McCanless
Bill McCanless
Chief Executive Officer, Delhaize
America, Inc.
Chief Executive Officer, Food Lion
Division
Director
Date:3/30/00 By/s/Dominique Raquez
Dominique Raquez
Director
EXHIBIT INDEX
to
ANNUAL REPORT ON FORM 10-K of
Delhaize America, Inc.
For the Fiscal Year Ended January 1, 2000
Sequential
Exhibit No. Description Page No.
2 Agreement and Plan of Merger dated as of August 17,
1999, among the Company, Hannaford Bros. Co. and FL
Acquisition Sub, Inc. (incorporated by reference to
Exhibit 2 of the Company's Report on Form 8-K dated
August 19, 1999)
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) Articles of Amendment to Articles of Incorporation
(incorporated by reference to Exhibit 3.1 of the
Company's Current Report on Form 8-K dated September
7, 1999)
3(c) Bylaws of the Company effective September 7, 1999
(incorporated by reference to Exhibit 3.2 of the
Company's Current Report on Form 8-K dated September
7, 1999)
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)
10(d) 1994 Shareholders' Agreement dated as of
September 15, 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) Retirement Agreement dated as of April 7, 1999,
between the Company and Tom E. Smith (incorporated
by reference to Exhibit 10 of the Company's
Quarterly Report on Form 10-Q dated May 5, 1999)
10(g) 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(h) 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(i) 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(j) 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(k) 1996 Employee Stock Incentive Plan of Food Lion,
Inc. (incorporated by reference to Exhibit 10(a)
of the Company's Quarterly Report on Form 10-Q
dated July 30, 1996)
10(l) Key Executive Annual Incentive Bonus Plan
(incorporated by reference to Exhibit 10(b)
of the Company's Quarterly Report on Form
10-Q dated July 30, 1996)
10(m) Profit Sharing Restoration Plan effective as
of May 4, 1995 (incorporated by reference to
Exhibit 10(c) of the Company's 10-Q A dated
August 13, 1996)
10(n) Supplemental Executive Retirement Plan effective
as of May 4, 1995 (incorporated by reference to
Exhibit 10(d) of the Company's 10-Q A dated
August 13, 1996)
10(o) Employee Severance Agreement dated September 5,
1996, between the Company and Dan A. Boone
(incorporated by reference to Exhibit 10 of the
Company's Quarterly Report on Form 10-Q dated
October 16, 1996)
10(p) Employment Agreement dated as of April 7, 1999,
between R. William McCanless and the Company
(incorporated by reference to Exhibit 10(b)of the
Company's Quarterly Report on Form 10-Q dated
July 29, 1999)
10(q) Agreement and Plan of Merger dated as of October
31, 1996, among the Company, KK Acquisition Corp.
and Kash n' Karry Food Stores, Inc. (incorporated
by reference to Exhibit 2 of the Company's Report
on Form 8-K dated October 31, 1996)
10(r) Stockholders' Agreement, dated as of October 31,
1996, among the Company, KK Acquisition Corp.,
Kash n' Karry Food Stores, Inc. and the stockholders
of Kash n' Karry Food Stores, Inc. signatory thereto
(incorporated by reference to Exhibit 10 of the
Company's Report on Form 8-K dated October 31, 1996)
10(s) License Agreement, dated as of June 19, 1997,
among the Company, Kash n' Karry Food Stores, Inc.,
and Etablissements Delhaize Freres Et Cie "Le Lion" S.A.
(incorporated by reference to Exhibit 10(a) of the
Company's Quarterly Report on Form 10-Q dated
July 25, 1997)
10(t) Food Lion Inc. and The Bank of New York, Trustee,
First Supplement Indenture dated as of April 21, 1997
(incorporated by reference to Exhibit 10(a) of the
Company's Quarterly Report on Form 10-Q dated
May 2, 1997)
10(u) Underwriting Agreement dated as of April 16, 1997,
between Food Lion, Inc. and Salomon Brothers, Inc.
for itself and as representative for NationsBanc
Capital Markets Inc. (incorporated by reference to
Exhibit 10(b) of the Company's Quarterly Report
on Form 10-Q dated May 2, 1997)
10(v) Employment Severance Agreement and Mutual Release,
dated as of April 14, 1999, between Pamela K. Kohn
and the Company (incorporated by reference to
Exhibit 10(a) of the Company's Quarterly Report
on Form 10-Q dated July 30 1999)
10(w) Agreement, dated as of January 4, 1998, between
Etablissements Delhaize Freres et Cie "Le Lion"
S.A. and the Company (incorporated by reference to
10(af) of the Company's Annual Report on Form 10-K
dated April 8, 1998)
10(x) Credit Agreement dated as of November 19, 1999,
among the Company, the lenders party thereto, and
Morgan Guaranty Trust Company of New York, as
Administrative Agent 20-135
10(y) Credit Agreement dated as of January 26, 2000,
among the Company, the lenders party thereto,
and Morgan Guaranty Trust Company of New York,
as Administrative Agent, relating to
$2,500,000,000 364-Day Term Loan Facility 136-254
10(z) Credit Agreement dated as of January 26, 2000,
among the Company, the lenders party thereto,
and Morgan Guaranty Trust Company of New York,
as Administrative Agent, relating to $500,000,000
5-Year Revolving Credit Facility 255-372
10(aa) Stock Exchange Agreement dated as of August 17, 1999,
among the Company, Empire Company Limited and E.C.L.
Investments Limited (incorporated by reference to
Exhibit 99.2 of the Company's Current Report on
Form 8-K dated August 19, 1999)
10(ab) Voting Agreement dated as of August 17, 1999, among
the Company, Empire Company Limited and E.C.L.
Investments Limited (incorporated by reference to
Exhibit 99.3 of the Company's Current Report on Form
8-K dated August 19, 1999)
10(ac) Registration Rights Agreement dated as of August 17,
1999, among the Company, Empire Company Limited,
E.C.L. Investments Limited, Pension Plan for Employees
of Sobeys, Inc. and Sobeys Inc. Master Trust Investment
Fund (incorporated by reference to Exhibit 99.4 of the
Company's Current Report on Form 8-K dated August 19, 1999)
10(ad) Employment Severance Agreement and Mutual Release dated
as of January 1, 2000, between A. Edward Benner, Jr. and
Food Lion, a division of Delhaize America, Inc. 373-387
10(ae) Employment Agreement dated as of January 20, 2000,
between W. Bruce Dawson and Kash n' Karry Food Stores,
Inc. 388-401
10(af) Employment Agreement dated as of March 13, 2000,
between Joseph C. Hall, Jr. and Food Lion, a division
of Delhaize America, Inc. 402-416
10(ag) Employment Agreement dated as of March 14, 2000,
between Laura C. Kendall and Delhaize America, Inc. 417-431
13 Portions of the Annual Report to Shareholders for the
fiscal year ended January 1, 2000 432-468
21 Subsidiaries of Registrant 469
23 Consent of Independent Accountants 470
27 Financial Data Schedules 471-472
99 Undertaking of the Company to file exhibits
pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K 473
(b) Reports on Form 8-K:
Current Report on Form 8-K filed August 19, 1999
Current Report on Form 8-K filed September 17, 1999