Annual Report (Form 10-K), fiscal year 1994

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 18,000 Stock Keeping Units (SKU's) in its prototype 30,000 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 50% of its stores. Deli-bakeries are included in approximately 80% of new store openings. Deli-bakeries are added to existing stores after research indicates a customer demand for such a product.
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 January 1, 1994, 1,096 supermarkets were in operation, of which 365 were located in North Carolina, 101 in South Carolina, 213 in Virginia, 73 in Tennessee, 56 in Georgia, 121 in Florida, 21 in Maryland, 6 in Delaware, 13 in West Virginia, 14 in Kentucky, 7 in Pennsylvania, 82 in Texas, 19 in Oklahoma and 5 in Louisiana. On January 7, 1994, Food Lion announced plans to close 88 unprofitable store locations in 1994; 18 in Florida, 5 in Georgia, 2 in Kentucky; 6 in North Carolina, 11 in Oklahoma, 1 in Pennsylvania, 5 in South Carolina, 3 in Tennessee, 36 in Texas and 1 in Virginia. As of March 24, 1994, the Company had opened 8 supermarkets since January 1, 1994, closed 47 supermarkets and had signed leases for one supermarket which is expected to open in either 1994 or 1995.
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 January 1, 1994, the Company employed 28,673 full-time and 36,821 part-time employees.
Item 2.



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 30,000 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 134 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.
The table below sets forth information with respect to the expiration of leases on supermarkets and surrounding land in operation by the Company on January 1, 1994.
Year of Number of Leases Year of Number of Leases Expiration* which expire Expiration* which expire
1995 1 2020 7 1997 1 2021 7 1998 1 2022 9 1999 2 2023 25 2001 3 2024 17 2004 4 2025 32 2005 1 2026 63 2005 2 2027 98 2007 5 2028 104 2008 5 2029 117 2009 3 2030 135 2010 3 2031 79 2011 1 2032 71 2012 3 2033 69 2013 6 2034 2 2014 4 2035 6 2015 1 2036 6 2016 2 2037 23 2017 7 2038 24 2018 6 2043 1 2019 5 2045 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 January 1, 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 758,549 Distribution Center #8 Plant City, FL 758,549 Distribution Center #9 Roanoke, TX 1,254,169 Corporate Headquarters Salisbury, NC 262,672 9,764,870
Item 3.

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". Theses actions seek damages for such purported class members in presently unknown amounts, the Plaintiffs' attorneys' fees and costs, punitive damages, prejudgment interest and certain other relief. In the Longman and Feinman Actions, Tom E. Smith, Chairman of the Board, Chief Executive Officer and President of the Company, is also a defendant. Motions to Dismiss filed in the cases were denied by order dated March 16,1994, with class action discovery beginning March 22, 1994. 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 have been 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"). The Multi-District Action involves approximately 432 claims by litigants in Florida, North Carolina, Tennessee and Virginia for alleged violations of the Fair Labor Standards Act. The Multi-District Action primarily involves claims seeking 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. We understand that settlement of some individual claims is in the process of finalization and settlement negotiations are underway with respect to certain other claims. The Company will vigorously defend each of the Actions that remain 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.
On February 16, 1994, plaintiff Sarah Bullock, an African-American female, filed a motion to amend her federal district court complaint in Bullock v. Food Lion, Inc., No. 93-CV-51-ATH (M.D. Ga.), a pending individual plaintiff suit in which Ms. Bullock alleges that she was denied a promotion and discharged because of her race, by adding 10 named additional plaintiffs and company-wide class action allegations of race discrimination in violation of title VII of the Civil Rights Act of 1964. The amended complaint alleges a pattern and practice of discrimination in promotions, discipline, discharge, allocation of hours, awarding full-time status, and wages. The amended complaint seeks certification of a class defined as all past and present black employees at Food Lion and all black applicants for employment, broad injunctive relief, monetary damages including compensatory and punitive damages, reasonable attorneys' fees, and expenses.
The court has not yet ruled on the motion requesting that the case be converted to a class action, no class has been certified and the plaintiff has not yet specified an amount of monetary damages alleged to have been suffered by the class. While at this time the Company cannot evaluate the consequences of an adverse judgment, the Company intends to vigorously defend this action.
Item 4.

Item 4. Submission of Matters to a Vote of Security Holders.
This item is not applicable.
PART II
Item 5.

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 January 1, 1994, is hereby incorporated by reference.
Item 6.

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 year ended January 1, 1994, is hereby incorporated by reference.
Item 7.

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.
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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 January 1, 1994, is hereby incorporated by reference.
Item 8.


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 January 1, 1994, are hereby incorporated by reference.
Item 9.

Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure.
This item is not applicable.
PART III
Item 10.



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 1994 Annual Meeting of Shareholders to be held May 5, 1994, is hereby incorporated by reference.
Item 11.

Item 11. Executive Compensation.
The information pertaining to executive compensation set forth beneath the heading "Report of the Senior Managment Compensation Committee, Stock Option Committee and Board of Directors" in the Proxy Statement for the 1994 Annual Meeting Shareholders to be held on May 5, 1994, is hereby incorporated by reference.
Item 12.

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 1994 Annual Meeting of Shareholders to be held on May 5, 1994, is hereby incorporated by reference.
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Item 13.

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 1994 Annual Meeting of Shareholders to be held May 5, 1994, is hereby incorporated by reference.
PART IV
Item 14.

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 January 1, 1994:
ANNUAL REPORT PAGE NO. Statements of Income for the years ended January 1, 1994, January 2, 1993 and December 28, 1991 10
Balance Sheets, as of January 1, 1994 and January 2, 1993 11
Statements of Cash Flows for the years ended January 1, 1994, January 2, 1993 and December 28, 1991 12
Statements of Shareholders' Equity for the years ended January 1, 1994, January 2, 1993 and December 28, 1991 13
Notes to Financial Statements 14-18
Results by Quarter (unaudited) 19
10-K PAGE NO.
2. Financial Statement Schedules:
Report of Independent Accountants 14
II. Amounts Receivable from Related Parties and Underwriters, Promoters and Employees Other Than Related Parties 15
V. Property, Plant and Equipment 16-17
VI. Accumulated Depreciation and Amortization of Property, Plant and Equipment 18
VIII. Valuation and Qualifying Accounts 19
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 1993 Annual Report to Shareholders of Food Lion, Inc. and incorporated by reference into this Form 10-K Annual Report, the 1993 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)
10(d) Shareholders Agreement dated September 22, 1988, by and among Etablissements Delhaize Freres et Cie "Le Lion" S.A., Delhaize The Lion America, Inc., Ralph W. Ketner and Tom E. Smith (incorporated by reference to Exhibit 10(d) of the Company's Annual Report on Form 10-K dated March 20, 1989)
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(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) $300,000,000 Credit Agreement dated June 4, 1993 between the Company and various banks and Wachovia Bank of North Carolina, N.A. as agent
10(r) First Amendment to Credit Agreement dated August 2, 1993 effective as of June 4, 1993
10(s) Second Amendment to Credit Agreement dated February 1,1994 effective as of January 1, 1994
10(t) License Agreement between the Company and between Etablissements Delhaize Freres Et Cie "Le Lion" S.A. dated January 1, 1983
11 Computation of Earnings Per Share
13 Annual Report to Shareholders for the year ended January 1, 1994
23 Consent of Independent Accountants
99 Undertaking of the Company to file exhibits pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K
99(a) The complaint of an action entitled Longman v. Food Lion, Inc. and Tom E. Smith, No. 4:92CV696. (incorporated by reference to Exhibit 28(a) of the Company's Annual Report on Form 10-K dated April 14, 1993)
99(b) The complaint of an action entitled Feinman et al v. Food Lion, Inc. and Tom E. Smith, No. 4:92CV705. (incorporated by reference to Exhibit 28(b) of the Company's Annual Report on Form 10-K dated April 14, 1993)
99(c) U.S. Department of Labor and Food Lion, Inc. Settlement Agreement dated July 30, 1993
(b) Reports on Form 8-K:
The Company filed a report on Form 8-K January 7, 1994 listing a)new director and b)various financial matters.
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: March 31,1994 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: March 31, 1994 By Tom E. Smith Tom E. Smith President, Chief Executive Officer, Principal Executive Officer and Director
Date: March 31, 1994 By Pierre-Olivier Beckers Pierre-Olivier Beckers Director
Date: March 31, 1994 By Raymond-Max Boon Raymond-Max Boon Director
Date: March 31, 1994 By Dan A. Boone Dan A. Boone Vice President of Finance, Chief Financial Officer Secretary, Principal Financial Officer
Date:March 31, 1994 By Charles de Cooman Charles de Cooman d'Herlinckhove Director
Date:March 31, 1994 By William G. Ferguson William G. Ferguson Director
Date:March 31, 1994 By Dr. Bernard Franklin Dr. Bernard Franklin Director
Date:March 31, 1994 By Carol Herndon Carol Herndon Corporate Financial Controller and Director of Financial Accounting
Date: March 31, 1994 By Jacques LeClercq Jacques LeClercq Director
Date:March 31,1994 By Gui de Vaucleroy Gui de Vaucleroy Director
Date:March 31, 1994 By John P. Watkins John P. Watkins Director
REPORT OF INDEPENDENT ACCOUNTANTS
To the Shareholders of Food Lion, Inc.:
We have audited the financial statements of Food Lion, Inc. as of January 1, 1994 and January 2, 1993, and for each of the three fiscal years in the period ended January 1, 1994, which financial statements are included on pages 10 through 18 of the 1993 Annual Report to Shareholders of Food Lion, Inc. and incorporated by reference herein. We have also audited the financial statement schedules listed in the index on page 7 of this Form 10-K. These financial statements and financial statement schedules are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and financial statement schedules 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 January 1, 1994 and January 2, 1993, and the results of its operations and its cash flows for each of the three fiscal years in the period ended January 1, 1994, in conformity with generally accepted accounting principles. In addition, in our opinion, the financial statement schedules referred to above, when considered in relation to the basic financial statements taken as a whole, present fairly, in all material respects, the information required to be included therein.
Charlotte, North Carolina February 9, 1994, except for Note 14, as to which the date is March 24, 1994 COOPERS & LYBRAND
EXHIBIT INDEX
to
ANNUAL REPORT ON FORM 10-K of
Food Lion, Inc.
For Year Ended January 1, 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) Shareholders Agreement dated September 22, 1988, by and among Etablissements Delhaize Freres et Cie "Le Lion" S.A., Delhaize The Lion America, Inc., Ralph W. Ketner and Tom E. Smith (incorporated by reference to Exhibit 10(d) of the Company's Annual Report on Form 10-K dated March 20, 1989)
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)
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) $300,000,000 Credit Agreement dated June 4, 1993 between the Company and various banks and Wachovia Bank of North Carolina, N.A. as agent
10(r) First Amendment to Credit Agreement dated August 2, 1993 effective as of June 4, 1993
10(s) Second Amendment to Credit Agreement dated February 1, 1994 effective as of January 1, 1994
10(t) License Agreement between the Company and between Etablissements Delhaize Freres Et Cie "Le Lion" S.A. dated January 1, 1983
11 Computation of Earnings Per Share
13 Annual Report to Shareholders for the year ended January 1, 1994
23 Consent of Independent Accountants
99 Undertaking of the Company to file exhibits pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K
99(a) The complaint of an action entitled Longman v. Food Lion, Inc. and Tom E. Smith, No. 4:92CV696. (incor- porated by reference to Exhibit 28(a) of the Company's Annual Report on Form 10-K dated April 14, 1993)
99(b) The complaint of an action entitled Feinman et al v. Food Lion, Inc. andTom E.Smith, No. 4:92CV705. (incorporated by reference to Exhibit 28(b) of the Company's Annual Report on Form 10-K dated April 14, 1993)
99(c) U.S. Department of Labor and Food Lion, Inc. Settlement Agreement dated July 30, 1993