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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 31, 1994. 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 23, 1995 was $688,387,075.
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 23, 1995.
Class A Common Stock - 244,141,726
Class B Common Stock - 239,571,114
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 31, 1994
are incorporated by reference in Part II hereof.
2. Proxy Statement for the 1995 Annual Meeting of Shareholders of the
Company to be held on May 4, 1995, 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 tobacco, 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 55% of its stores. Deli-bakeries are included in
approximately 90% of new store openings. Deli-bakeries are added
to existing stores after research indicates a customer demand for
such products.
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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,
discount food stores, single unit stores, convenience stores and
warehouse clubs. The Company will continue to develop and
evaluate new retailing strategies that will challenge competitors.
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. Trading
stamps are not offered in any of the Company's supermarkets.
As of December 31, 1994, 1,039 supermarkets were in
operation, of which 364 were located in North Carolina, 97 in
South Carolina, 222 in Virginia, 70 in Tennessee, 52 in Georgia,
106 in Florida, 24 in Maryland, 7 in Delaware, 15 in West
Virginia, 13 in Kentucky, 7 in Pennsylvania, 49 in Texas, 8 in
Oklahoma and 5 in Louisiana. As of March 23, 1995, the Company
had opened three supermarkets since December 31, 1994, closed one
supermarket and had signed leases for ten supermarkets which are
expected to open in either 1995 or 1996.
Warehousing and distribution facilities, including a truck
fleet, are owned and operated by the Company and are located in
Salisbury and Dunn, North Carolina; Petersburg, Virginia; Elloree,
South Carolina; Green Cove Springs and Plant City, Florida;
Clinton, Tennessee; Greencastle, Pennsylvania and Roanoke, Texas.
As of December 31, 1994, the Company employed 29,352 full-
time and 35,488 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
1994 30 87 1,039
1993 100 16 1,096
1992 140 9 1,012
Item 2. Properties.
Supermarkets operated by the Company in the southeastern
United States average 26,500 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 101 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. All
supermarkets are located in modern, air-conditioned facilities.
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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 31, 1994.
Year of Number of Leases Year of Number of Leases
Expiration* which expire Expiration* which expire
1995 1 2022 9
1997 1 2023 22
1998 1 2024 16
1999 2 2025 28
2001 2 2026 60
2004 3 2027 92
2005 1 2028 98
2006 2 2029 109
2007 4 2030 128
2008 4 2031 72
2009 3 2032 72
2010 2 2033 66
2012 3 2034 37
2013 4 2035 6
2014 3 2036 6
2015 1 2037 21
2016 3 2038 24
2017 6 2039 3
2018 5 2043 2
2019 5 2045 1
2020 5 2047 1
2021 7 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 31, 1994.
Location of
Property Square Footage
Distribution Center #1 Salisbury, NC 1,630,233
Distribution Center #2 Petersburg, VA 1,124,718
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 262,672
10,242,445
-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 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, and purport to be class
actions on behalf of purchasers of Food Lion stock during certain
"class periods." These actions seek damages for such purported
class members in presently unknown amounts, Plaintiffs' attorneys'
fees and costs, punitive damages, prejudgment interest and certain
other relief. In the Longman and Feinman actions, Tom E. Smith is
also a defendant. The Longman and Feinman actions have been
consolidated for discovery and trial purposes. On October 17,
1994, the district court entered an order granting class
certification motions in these actions and 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. Merits discovery has begun in both of 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 consolidated
pre-trial proceedings (the "Multi-District Action"). Those
pretrial proceedings are complete, and a number of the original
actions were dismissed. Appeals to the United States Court of
Appeals for the Fourth Circuit by the approximately 120 claimants
dismissed from the North Carolina actions are now pending. The
time for appeal has not yet run with respect to the other
dismissed claims. The cases that were not dismissed have been
remanded to their transferor districts for trial. The remaining
cases involve the claims of approximately 357 plaintiffs in
Florida, North Carolina and South Carolina who seek payment under
the Fair Labor Standards Act for alleged uncompensated overtime
hours, liquidated damages, additional contributions to the
Company's profit sharing plan, costs and attorneys' fees. The
Company will vigorously defend each of the Actions that remain
pending. The parties are currently discussing the potential for
employing alternate dispute resolution procedures to resolve the
remaining North Carolina and South Carolina claims. 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.
Sutton, et al. v. Food Lion, Inc., Civil Action No. 3:94CV322
(E.D. Va.). On May 19, 1994, thirteen plaintiffs filed a lawsuit
against Food Lion in the United States District Court for the
Eastern District of Virginia, alleging employment discrimination
in violation of Title VII of the Civil Rights Act of 1964, as
amended, and 42 U.S.C. 1981, as amended. The complaint alleged a
pattern and practice of discrimination in hiring, promotions,
discipline, discharge, allocation
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of hours, awarding full-time status, and wages. The complaint
sought certification of a class defined as all past and present
black employees of Food Lion and all black applicants for
employment at Food Lion. The complaint also sought broad
injunctive relief, monetary damages including compensatory and
punitive damages, attorneys' fees and expenses.
Food Lion opposed plaintiffs' efforts to have the case certified
as a class action. On September 7, 1994, the Court denied
plaintiffs' motion for class certification and set the thirteen
individual claims for trial. After the Court's denial of class
certification, several of the individual plaintiffs' claims were
dismissed by the Court either as the result of motions filed by
Food Lion or through the acceptance of offers of judgment or
voluntary settlement offers. After a two-day bench trial, the
Court, in a January 20, 1995 order, dismissed the claims of the
two remaining plaintiffs and entered final judgment in favor of
Food Lion. One of the two plaintiffs appealed the District
Court's order to the United States court of Appeals for the
Fourth Circuit, and that appeal is pending. 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.
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 31, 1994, 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 31, 1994, 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 31, 1994, is hereby incorporated by reference.
-6-
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 31, 1994, are 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 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 1995 Annual Meeting of
Shareholders to be held May 4, 1995, 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 1995 Annual Meeting of
Shareholders to be held on May 4, 1995, 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 1995 Annual Meeting of Shareholders
to be held on May 4, 1995, 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 1995 Annual Meeting of Shareholders to be held May 4, 1995, 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 31, 1994:
ANNUAL REPORT
PAGE NO.
Statements of Income for the years
ended December 31, 1994, January 1,
1994 and January 2, 1993 11
Balance Sheets, as of December 31,
1994 and January 1, 1994 12
Statements of Cash Flows for the
years ended December 31, 1994,
January 1, 1994 and January 2, 1993 13
Statements of Shareholders' Equity
for the years ended December 31, 1994,
January 1, 1994 and January 2, 1993 14
Notes to Financial Statements 15-19
Results by Quarter (unaudited) 20
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 1994 Annual Report to
Shareholders of Food Lion, Inc. and incorporated by reference
into this Form 10-K Annual Report, the 1994 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(c) of
the Company's Annual Report on Form 10-K dated
March 25, 1991)
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 20-142
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)
11 Computation of Earnings Per Share 143
13 Annual Report to Shareholders for the year
ended December 31, 1994 144-169
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23 Consent of Independent Accountants 170
27 Financial Data Schedule 171-172
99 Undertaking of the Company to file exhibits
pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K 173
(b) Reports on Form 8-K:
The Company filed a report on Form 8-K October 7, 1994
listing a) a new director and b) a new shareholders agreement.
-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: 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: By Tom E. Smith
Tom E. Smith
President, Chief Executive
Officer, Principal
Executive Officer and Director
Date: By Pierre-Olivier Beckers
Pierre-Olivier Beckers
Director
Date: By Dan A. Boone
Dan A. Boone
Vice President of Finance,
Chief Financial Officer
Secretary, Principal
Financial Officer
Date: By Dr. Jacqueline K. Collamore
Dr. Jacqueline K. Collamore
Director
Date: By Charles de Cooman d'Herlinckhove
Charles de Cooman d'Herlinckhove
Director
Date: By William G. Ferguson
William G. Ferguson
Director
Date: By Dr. Bernard Franklin
Dr. Bernard Franklin
Director
-13-
Date: By Carol Herndon
Carol Herndon
Corporate Controller and
Director of Accounting
Date: By Margaret H. Kluttz
Margaret H. Kluttz
Director
Date: By Jacques LeClercq
Jacques LeClercq
Director
Date: By Gui de Vaucleroy
Gui de Vaucleroy
Director
Date: By John P. Watkins
John P. Watkins
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 31, 1994 and January 1, 1994, and for each of the
three fiscal years in the period ended December 31, 1994, which
financial statements are included on pages 11 through 19 of the
1994 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 31, 1994 and January 1, 1994,
and the results of its operations and its cash flows for each of
the three fiscal years in the period ended December 31, 1994, 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 8, 1995
COOPERS & LYBRAND, L.L.P.
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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
1994
Furniture, Fixtures & $ 24,177,600 A ( 3,162,738) $21,014,862
Equipment
Leasehold improvements 1,417,007 A ( 1,009,421) 407,586
Buildings 61,500,004 A ( 2,718,225) 58,781,779
Other liabilities 55,100,000 A ( 5,066,424) 50,033,576
Accrued expenses 28,305,389 A ( 995,215) 27,310,174
$170,500,000 $ (12,952,023) $157,547,977
1993
Furniture, Fixtures & $ 24,177,600 $24,177,600
Equipment
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.
-16-
EXHIBIT INDEX
to
ANNUAL REPORT ON FORM 10-K of
Food Lion, Inc.
For Year Ended December 31, 1994
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(c) of the
Company's Annual Report on Form 10-K dated March
25, 1991)
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
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)
11 Computation of Earnings Per Share
13 Annual Report to Shareholders for the year ended
December 31, 1994
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 October 7, 1994
listing a) a new director and b) a new shareholders agreement.
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