Hannaford Bros. Co. ("Hannaford")

UNITED STATES OF AMERICA
BEFORE FEDERAL TRADE COMMISSION

COMMISSIONERS:: Robert Pitofsky, Chairman; Sheila F. Anthony; Mozelle W. Thompson; Orson Swindle; Thomas B. Leary

In the Matter of

ETABLISSEMENTS DELHAIZE FRERES ET CIE "LE LION" S.A., a corporation; DELHAIZE AMERICA, INC., a corporation; and HANNAFORD BROS. CO., a corporation.

Docket No.

DECISION AND ORDER

The Federal Trade Commission ("Commission") having initiated an investigation of the proposed acquisition of Respondent Hannaford Bros. Co. ("Hannaford") by Respondent Delhaize America, Inc., formerly Food Lion Inc., ("Delhaize America") of which Respondent Etablissements Delhaize Freres et Cie "Le Lion" S.A. ("Delhaize"), a Belgian company, is the majority owner, hereinafter referred to as "Respondents," and Respondents having been furnished with a copy of a draft of Complaint that the Bureau of Competition presented to the Commission for its consideration and which, if issued by the Commission, would charge Respondents with violations of Section 7 of the Clayton Act, as amended, 15 U.S.C. § 18, and of Section 5 of the Federal Trade Commission Act, as amended, 15 U.S.C. § 45, and;

Respondents, their attorneys, and counsel for the Commission having thereafter executed an Agreement Containing Consent Orders ("Consent Agreement"), containing an admission by Respondents of all the jurisdictional facts set forth in the aforesaid draft of Complaint, a statement that the signing of said Consent Agreement is for settlement purposes only and does not constitute an admission by Respondents that the law has been violated as alleged in such Complaint, or that the facts as alleged in such Complaint, other than the jurisdictional facts, are true, and waivers and other provisions as required by the Commission's Rules; and

The Commission having thereafter considered the matter and having determined that it had reason to believe that the Respondents have violated the said Acts, and that a Complaint should issue stating its charges in that respect, and having thereupon issued its Complaint and an Order to Maintain Assets, and having accepted the executed Consent Agreement and placed such agreement on the public record for a period of thirty (30) days for the receipt and consideration of public comments, now in further conformity with the procedure described in Commission Rule 2.34, 16 C.F.R. § 2.34, the Commission hereby makes the following jurisdictional findings and issues the following Order:

1. Respondent Delhaize is a corporation organized, existing, and doing business under and by virtue of the laws of Belgium, with its office and principal place of business located at rue Osseghem, 1080 Brussels, Belgium.

2. Respondent Delhaize America, the majority owner of which is Delhaize, is a corporation organized, existing, and doing business under and by virtue of the laws of the State of North Carolina, with its office and principal place of business located at 2110 Executive Drive, Salisbury, North Carolina 28145.

3. Respondent Hannaford is a corporation organized, existing, and doing business under and by virtue of the laws of the State of Maine, with its office and principal place of business located in Portland, Maine.

4. The Federal Trade Commission has jurisdiction of the subject matter of this proceeding and of the Respondents, and the proceeding is in the public interest.

ORDER

IT IS ORDERED that, as used in this Order, the following definitions shall apply:

A. "Delhaize" means Etablissements Delhaize Freres et Cie "Le Lion" S.A., its directors, officers, employees, agents and representatives, predecessors, successors, and assigns; its joint ventures, subsidiaries, divisions, groups and affiliates controlled by Etablissements Delhaize Freres et Cie "Le Lion" S.A. (including, but not limited to, Delhaize America), and the respective directors, officers, employees, agents, representatives, successors, and assigns of each.

B. "Delhaize America" means Delhaize America, Inc., its directors, officers, employees, agents and representatives, predecessors, successors, and assigns; its joint ventures, subsidiaries, divisions, groups and affiliates controlled by Delhaize America, Inc. and the respective directors, officers, employees, agents, representatives, successors, and assigns of each.

C. "Hannaford" means Hannaford Bros. Co., its directors, officers, employees, agents and representatives, predecessors, successors, and assigns; its joint ventures, subsidiaries, divisions, groups and affiliates controlled by Hannaford Bros. Co. (including, but not limited to, Boney Wilson & Sons, Inc.), and the respective directors, officers, employees, agents, representatives, successors, and assigns of each.

D. "Respondents" means Delhaize, Delhaize America, and Hannaford, individually and collectively.

E. "Commission" means the Federal Trade Commission.

F. "Acquisition" means Delhaize America's proposed acquisition of Hannaford pursuant to the Agreement and Plan of Merger dated August 17, 1999.

G. "Schedule A Assets" means the Supermarkets identified in Schedule A of this Order and all assets, leases, properties, government permits (to the extent transferable), customer lists, businesses and goodwill, tangible and intangible, related to or utilized in the Supermarket business operated at those locations, but shall not include those assets consisting of or pertaining to any of the Respondents' trade marks, trade dress, service marks, or trade names.

H. "Schedule B Assets" means the Supermarkets identified in Schedule B of this Order and all assets, leases, properties, government permits (to the extent transferable), customer lists, businesses and goodwill, tangible and intangible, related to or utilized in the Supermarket business operated at those locations, but shall not include those assets consisting of or pertaining to any of the Respondents' trade marks, trade dress, service marks, or trade names.

I. "Schedule C Assets" means the Supermarkets identified in Schedule C of this Order and all assets, leases, properties, government permits (to the extent transferable), customer lists, businesses and goodwill, tangible and intangible, related to or utilized in the Supermarket business operated at those locations, but shall not include those assets consisting of or pertaining to any of the Respondents' trade marks, trade dress, service marks, or trade names.

J. "Supermarket" means a full-line retail grocery store that carries a wide variety of food and grocery items in particular product categories, including bread and dairy products; frozen and refrigerated food and beverage products; fresh and prepared meats and poultry; produce, including fresh fruits and vegetables; shelf-stable food and beverage products, including canned and other types of packaged products; staple foodstuffs, which may include salt, sugar, flour, sauces, spices, coffee, and tea; and other grocery products, including nonfood items such as soaps, detergents, paper goods, other household products, and health and beauty aids.

K. "Kroger" means The Kroger Co., a corporation organized, existing and doing business under and by virtue of the laws of the State of Ohio, with its principal place of business located at 1014 Vine Street, Cincinnati, OH 45202-1100.

L. "Lowe's" means Lowe's Food Stores, Inc., a corporation organized, existing and doing business under and by virtue of the laws of the State of North Carolina, with its principal place of business located at 1381 Old Mill Circle, Suite 200, P.O. Box 24908, Winston Salem, NC 27114-4908.

M. "The Sylvester Group" means the group of sixteen existing affiliated companies doing business as the Sylvester Group that operate twenty-six Piggly Wiggly supermarkets and three pharmacies in rural eastern North Carolina.

N. "Kroger Agreement" means the Contract of Sale between Boney Wilson & Sons, Inc., and Kroger Limited Partnership I executed on May 22, 2000, attached hereto as non-public Appendix I, for the divestiture by Respondents to Kroger of the Schedule A Assets.

O. "Lowe's Agreement" means the Asset Purchase Agreement by and among Boney Wilson & Sons, Inc., Hannaford Bros. Co., Delhaize America, Inc, Lowes's Food Stores, Inc., and Alex Lee, Inc. executed on May 19, 2000, attached hereto as non-public Appendix II, for the divestiture by Respondents to Lowe's of the Schedule B Assets.

P. "Sylvester Group Agreement" means the Contract of Sale by and between Boney Wilson & Sons, Inc. and Flockhart Foods, Inc. entered into as of May 22, 2000, attached hereto as non-public Appendix III, for the divestiture by Respondents to the Sylvester Group of the Schedule C Assets.

Q. "Faison" means Faison-Food Stores, L.L.C., a corporation organized, existing and doing business under and by virtue of the laws of the State of North Carolina, Faison Capital Development, Inc., the controlling entity of Faison-Food Stores, L.L.C., and Faison Enterprises, Inc.

R. "Faison Agreement" means the Contract of Sale by and among Boney Wilson & Sons, Inc., and Faison Food Stores, LLC, executed on June 22, 2000, attached hereto as non-public Appendix IV, for the divestiture by Respondents of the underlying fee in the real estate for Hannaford stores numbered 415, 425, 441, 444, and 455, and the underlying lease interest in the real estate for Hannaford stores numbered 442, 426, 439, 424, 428, 436 and 444, as identified in Schedule B, to Faison to be leased back to Lowe's.

S. "Relevant Areas" means the county or counties that include the following incorporated cities and towns in North Carolina and Virginia:

1) the Wilmington, NC MSA;

2) Columbus County, NC;

3. Pender County, NC;

4. Duplin County, NC;

5. the Greater Raleigh area, consisting of Wake County NC excluding the cities and towns of Wake Forest, Rolesville, Zebulon, and Wendell;

6. the Richmond, VA MSA;

7. the portion of the Norfolk-Virginia Beach-Newport News, VA MSA that includes Newport News, Hampton, and other portions of the MSA north of the James River; and

8. the portion of the Norfolk-Virginia Beach-Newport News, VA MSA that includes Norfolk, Virginia Beach, Portsmouth, and other parts of the MSA south of the James River.

T. "Third Party Consents" means all consents from any other person, including all landlords, that are necessary to effect the complete transfer to the Acquirer(s) of the Assets To Be Divested.

II.

IT IS FURTHER ORDERED that:

A. Not later than ten (10) days after the date on which the Order becomes final, Respondents shall divest the Schedule A Assets to Kroger pursuant to and in accordance with the Kroger Agreement. The Kroger Agreement is incorporated by reference by reference into this Order and made a part hereof as non-public Appendix I. Any failure by Respondents to comply with all terms of the Kroger Agreement shall constitute a failure to comply with this Order.

Provided, however, that if Respondents have divested the Schedule A Assets to Kroger prior to the date this Order becomes final, and if, at the time the Commission determines to make this Order final, the Commission notifies Respondents that Kroger is not an acceptable purchaser of the Schedule A Assets or that the manner in which the divestiture was accomplished is not acceptable, then Respondents shall immediately rescind the transaction with Kroger and shall divest the Schedule A Assets within three (3) months of the date the Order becomes final, absolutely and in good faith, at no minimum price, to an acquirer that receives the prior approval of the Commission and only in a manner that receives the prior approval of the Commission.

B. Not later than ten (10) days after the date on which the Order becomes final, Respondents shall divest the Schedule B Assets to Lowe's pursuant to and in accordance with the Lowe's Agreement. Provided, however, that not later ten (10) days after the date on which the Order becomes final, Respondents shall divest the underlying fee in the real estate for Hannaford stores numbered 415, 425, 441, 444, and 455, and the underlying lease interests in the real estate for Hannaford stores numbered 442, 426, 439, 424, 428, 436, and 444, as identified in Schedule B, to Faison, a real estate developer, pursuant to the Faison Agreement, to be leased back to Lowe's. The Lowe's Agreement and the Faison Agreement are incorporated by reference into this Order and made a part hereof as non-public Appendix II. Any failure by Respondents to comply with all terms of the Lowe's Agreement or the Faison Agreement shall constitute a failure to comply with this Order.

Provided further, however, that if Respondents have divested the Schedule B Assets to Lowe's prior to the date this Order becomes final, and if, at the time the Commission determines to make this Order final, the Commission notifies Respondents that Lowe's is not an acceptable purchaser of the Schedule B Assets or that the manner in which the divestiture was accomplished is not acceptable, then Respondents shall immediately rescind the transaction with Lowe's and shall divest the Schedule B Assets within three (3) months from the date the Order becomes final, absolutely and in good faith, at no minimum price, to an acquirer that receives the prior approval of the Commission and only in a manner that receives the prior approval of the Commission

C. Not later than ten (10) days after the date on which the Order becomes final, Respondents shall divest the Schedule C Assets to the Sylvester Group pursuant to and in accordance with the Sylvester Group Agreement. The Sylvester Group Agreement is incorporated by reference into this Order and made a part hereof as non-public Appendix III. Any failure by Respondents to comply with all terms of the Sylvester Group Agreement shall constitute a failure to comply with this Order.

Provided, however, that if Respondents have divested the Schedule C Assets to the Sylvester Group prior to the date this Order becomes final, and if, at the time the Commission determines to make this Order final, the Commission notifies Respondents that the Sylvester Group is not an acceptable purchaser of the Schedule C Assets or that the manner in which the divestiture was accomplished is not acceptable, then Respondents shall immediately rescind the transaction with the Sylvester Group and shall divest the Schedule C Assets within three (3) months from the date the Order becomes final, absolutely and in good faith, at no minimum price, to an acquirer that receives the prior approval of the Commission and only in a manner that receives the prior approval of the Commission

D. Respondents shall obtain all required Third Party Consents prior to the closing of each of the agreements to divest, as described in Paragraphs II.A., II.B. and II.C., or any other agreement(s) approved by the Commission to accomplish the divestitures described in Paragraphs II.A., II.B., or II.C.

E.. The purpose of the divestitures is to ensure the continuation of the Schedule A Assets, Schedule B Assets, and Schedule C Assets as ongoing viable enterprises engaged in the Supermarket business and to remedy the lessening of competition resulting from the Acquisition alleged in the Commission's complaint.

III.

IT IS FURTHER ORDERED that:

A. If Respondents have not, within the time periods required, complied with the requirements to divest of Paragraphs II.A., II.B. or II.C., absolutely and in good faith and with the Commission's prior approval and in the manner approved by the Commission, the Commission may appoint a person or persons as trustee or trustees (as used herein "trustee" shall mean "trustee or trustees") to effectuate the divestiture.

B. In the event that the Commission or the Attorney General brings an action pursuant to Section 5(l) of the Federal Trade Commission Act, 15 U.S.C. § 45(l), or any other statute enforced by the Commission, Respondents shall consent to the appointment of a trustee in such action. Neither the appointment of a trustee nor a decision not to appoint a trustee under this Paragraph shall preclude the Commission or the Attorney General from seeking civil penalties or any other relief available to it, including a court-appointed trustee, pursuant to Section 5(l) of the Federal Trade Commission Act, or any other statute enforced by the Commission, for any failure by the Respondents to comply with this Order.

C. If a trustee is appointed by the Commission or a court pursuant to Paragraph III.A. of this Order, Respondents shall consent to the following terms and conditions regarding the trustee's powers, duties, authority, and responsibilities:

1. The Commission shall select the trustee, subject to the consent of Respondents, which consent shall not be unreasonably withheld. The trustee shall be a person with experience and expertise in acquisitions and divestitures. If Respondents have not opposed, in writing, including the reasons for opposing, the selection of any proposed trustee within ten (10) days after receipt of written notice by the staff of the Commission to Respondents of the identity of any proposed trustee, Respondents shall be deemed to have consented to the selection of the proposed trustee.

2. Subject to the prior approval of the Commission, the trustee shall have the exclusive power and authority to divest the Schedule A Assets, Schedule B Assets, and/or the Schedule C Assets.

3. Within ten (10) days after appointment of the trustee, Respondents shall execute a trust agreement that, subject to the prior approval of the Commission and, in the case of a court-appointed trustee, of the court, transfers to the trustee all rights and powers necessary to permit the trustee to effect the divestitures required by this Order.

4. The trustee shall have twelve (12) months from the date the Commission or court approves the trust agreement described in Paragraph III.C.3. to accomplish the divestitures, which shall be subject to the prior approval of the Commission. If, however, at the end of the twelve-month period, the trustee has submitted a plan of divestiture or believes that divestiture can be achieved within a reasonable time, the divestiture period may be extended by the Commission, or, in the case of a court-appointed trustee, by the court; provided, however, the Commission may extend the period for no more than two (2) additional periods.

5. The trustee shall have full and complete access to the personnel, books, records, and facilities related to the assets to be divested or to any other relevant information, as the trustee may request. Respondents shall develop such financial or other information as such trustee may reasonably request and shall cooperate with the trustee. Respondents shall take no action to interfere with or impede the trustee's accomplishment of the divestitures. Any delays in divestiture caused by Respondents shall extend the time for divestiture under this Paragraph in an amount equal to the delay, as determined by the Commission or, for a court-appointed trustee, by the court.

6. The trustee shall use his or her best efforts to negotiate the most favorable price and terms available in each contract that is submitted to the Commission, subject to Respondents' absolute and unconditional obligation to divest expeditiously at no minimum price. The divestiture shall be made in the manner and to an acquirer as set out in Paragraph II of this Order; provided, however, if the trustee receives bona fide offers from more than one acquiring entity, and if the Commission determines to approve more than one such acquiring entity, the trustee shall divest to the acquiring entity selected by Respondents from among those approved by the Commission; provided further, however, that Respondents shall select such entity within five (5) business days of receiving notification of the Commission's approval.

7. The trustee shall serve, without bond or other security, at the cost and expense of Respondents, on such reasonable and customary terms and conditions as the Commission or a court may set. The trustee shall have the authority to employ, at the cost and expense of Respondents, such consultants, accountants, attorneys, investment bankers, business brokers, appraisers, and other representatives and assistants as are necessary to carry out the trustee's duties and responsibilities. The trustee shall account for all monies derived from the divestitures and all expenses incurred. After approval by the Commission and, in the case of a court-appointed trustee, by the court, of the account of the trustee, including fees for his or her services, all remaining monies shall be paid at the direction of Respondents, and the trustee's power shall be terminated. The trustee's compensation shall be based at least in significant part on a commission arrangement contingent on the trustee's divesting the assets to be divested.

8. Respondents shall indemnify the trustee and hold the trustee harmless against any losses, claims, damages, liabilities, or expenses arising out of, or in connection with, the performance of the trustee's duties, including all reasonable fees of counsel and other expenses incurred in connection with the preparation for or defense of any claim, whether or not resulting in any liability, except to the extent that such losses, claims, damages, liabilities, or expenses result from misfeasance, gross negligence, willful or wanton acts, or bad faith by the trustee.

9. If the trustee ceases to act or fails to act diligently, a substitute trustee shall be appointed in the same manner as provided in Paragraph III.A. of this Order.

10. The Commission or, in the case of a court-appointed trustee, the court, may on its own initiative or at the request of the trustee issue such additional orders or directions as may be necessary or appropriate to accomplish each divestiture required by this Order.

11. The trustee shall have no obligation or authority to operate or maintain the assets to be divested.

12. The trustee shall report in writing to Respondents and the Commission every thirty (30) days concerning the trustee's efforts to accomplish each divestiture required by this Order.

IV.

IT IS FURTHER ORDERED that Respondents shall maintain the viability, marketability, and competitiveness of the Schedule A Assets, Schedule B Assets, and Schedule C Assets, hereinafter collectively and individually referred to as the "Assets To Be Maintained," pending their divestiture, and shall not cause the wasting or deterioration of the Assets To Be Maintained, nor shall they cause the Assets To Be Maintained to be operated in a manner inconsistent with applicable laws, nor shall they sell, transfer, encumber or otherwise impair the viability, marketability or competitiveness of the Assets To Be Maintained. Respondents shall comply with the terms of this Paragraph until such time as Respondents have divested the Assets To Be Maintained pursuant to the terms of this Order. Respondents shall conduct or cause to be conducted the business of the Assets To Be Maintained in the regular and ordinary course and in accordance with past practice (including regular repair and maintenance efforts) and shall use their best efforts to preserve the existing relationships with suppliers, customers, employees, and others having business relations with the Assets To Be Maintained in the ordinary course of business and in accordance with past practice. Respondents shall not terminate the operation of any of the Assets To Be Maintained. Respondents shall continue to maintain the inventory of each of the Assets To Be Maintained at levels and selections (e.g., stock-keeping units) consistent with those maintained by such Respondent(s) at such Supermarket in the ordinary course of business consistent with past practice. Respondents shall use best efforts to keep the organization and properties of each of the Assets To Be Maintained intact, including current business operations, physical facilities, working conditions, and a work force of equivalent size, training, and expertise associated with the Supermarket. Included in the above obligations, Respondents shall, without limitation:

1. maintain operations and departments and not reduce hours at each of the Assets To Be Maintained;

2. not transfer inventory from any of the Assets To Be Maintained other than in the ordinary course of business consistent with past practice;

3. make any payment required to be paid under any contract or lease when due, and otherwise pay all liabilities and satisfy all obligations, in each case in a manner consistent with past practice;

4. maintain the books and records of each of the Assets To Be Maintained;

5. not display any signs or conduct any advertising (e.g., direct mailing, point-of-purchase coupons) that indicates that any Respondent is moving its operations to another location, or that indicates any of the Assets To Be Maintained will close;

6. not remove the trade marks, trade dress, service marks, or trade names of Respondents at any of the Assets To Be Maintained;

7. not conduct any "going out of business," "close-out," "liquidation" or similar sales or promotions at or relating to any of the Assets To Be Maintained; and

8. not change or modify in any material respect the existing advertising practices, programs and policies for any of the Assets To Be Maintained, other than changes in the ordinary course of business consistent with past practice for Supermarkets of the Respondents not being closed or relocated.

IT IS FURTHER ORDERED that, for a period of ten (10) years from the date this Order becomes final, Respondents shall not, directly or indirectly, through subsidiaries, partnerships, or otherwise, without providing advance written notification to the Commission:

A. Acquire any ownership or leasehold interest in any facility that has operated as a Supermarket, within six (6) months prior to the date of such proposed acquisition, in the county or counties that include the Relevant Areas.

B. Acquire any stock, share capital, equity, or other interest in any entity that owns any interest in or operates any Supermarket, or owned any interest in or operated any Supermarket within six (6) months prior to such proposed acquisition, in the county or counties that include the Relevant Areas.

Provided, however, that advance written notification shall not apply to the construction of new facilities by Respondents or the acquisition of or leasing of a facility that has not operated as a Supermarket within six (6) months prior to Respondents' offer to purchase or lease.

Said notification shall be given on the Notification and Report Form set forth in the Appendix to Part 803 of Title 16 of the Code of Federal Regulations as amended (hereinafter referred to as "the Notification"), and shall be prepared and transmitted in accordance with the requirements of that part, except that no filing fee will be required for any such notification, notification shall be filed with the Secretary of the Commission, notification need not be made to the United States Department of Justice, and notification is required only of Respondents and not of any other party to the transaction. Respondents shall provide the Notification to the Commission at least thirty (30) days prior to consummating any such transaction (hereinafter referred to as the "first waiting period"). If, within the first waiting period, representatives of the Commission make a written request for additional information or documentary material (within the meaning of 16 C.F.R. § 803.20), Respondents shall not consummate the transaction until twenty (20) days after substantially complying with such request. Early termination of the waiting periods in this Paragraph may be requested and, where appropriate, granted by letter from the Bureau of Competition. Provided, however, that prior notification shall not be required by this Paragraph for a transaction for which notification is required to be made, and has been made, pursuant to Section 7A of the Clayton Act, 15 U.S.C. § 18a.

VI.

IT IS FURTHER ORDERED that, for a period of ten (10) years from the date this Order becomes final:

A. Respondents shall neither enter into nor enforce any agreement that restricts the ability of any person (as defined in Section 1(a) of the Clayton Act, 15 U.S.C. § 12(a)) that acquires any Supermarket, any leasehold interest in any Supermarket, or any interest in any retail location used as a Supermarket on or after January 1, 1998, in the county or counties that include the Relevant Areas to operate a Supermarket at that site if such Supermarket was formerly owned or operated by Respondents.

B. Respondents shall not remove any fixtures or equipment from a property owned or leased by Respondents in the county or counties that include the Relevant Areas that is no longer in operation as a Supermarket, except (1) prior to and as part of a sale, sublease, assignment, or change in occupancy of such Supermarket; or (2) to relocate such fixtures or equipment in the ordinary course of business to any other Supermarket owned or operated by Respondents.

VII.

IT IS FURTHER ORDERED that:

A. Within thirty (30) days after the date Respondents signed the Agreement Containing Consent Orders and every thirty (30) days thereafter until Respondents have fully complied with the provisions of Paragraphs II and III of this Order, Respondents shall submit to the Commission verified written reports setting forth in detail the manner and form in which they intend to comply, are complying, and have complied with Paragraphs II and III of this Order. Respondents shall include in their compliance reports, among other things that are required from time to time, a full description of the efforts being made to comply with Paragraphs II and III of the Order, including a description of all substantive contacts or negotiations for divestitures and the identity of all parties contacted. Respondents shall include in their compliance reports copies of all written communications to and from such parties, all internal memoranda, and all reports and recommendations concerning divestiture.

B. One (1) year from the date this Order becomes final, annually for the next nine (9) years on the anniversary of the date this Order becomes final, and at other times as the Commission may require, Respondents shall file verified written reports with the Commission setting forth in detail the manner and form in which it has complied and is complying with this Order.

VIII.

IT IS FURTHER ORDERED that Respondents shall notify the Commission at least thirty (30) days prior to any proposed change in the corporate Respondents, such as dissolution, assignment, sale resulting in the emergence of a successor corporation, or the creation or dissolution of subsidiaries or any other change in Respondents that may affect compliance obligations arising out of the Order.

IX.

IT IS FURTHER ORDERED that, for the purpose of determining or securing compliance with this Order, and subject to any legally recognized privilege, and upon written request with reasonable notice to Respondents made to their principal United States office, Respondents shall permit any duly authorized representative of the Commission:

A. Access, during office hours of Respondents and in the presence of counsel, to all facilities and access to inspect and copy all books, ledgers, accounts, correspondence, memoranda and other records and documents in the possession or under the control of Respondents relating to compliance with this Order; and

B. Upon five (5) days' notice to Respondents and without restraint or interference from Respondents, to interview officers, directors, or employees of Respondents, who may have counsel present, regarding such matters.

IT IS FURTHER ORDERED that this Order shall terminate ten (10) years after the date on which this Order becomes final.

By the Commission.

Donald S. Clark Secretary

SEAL:

ISSUED: ______, 2000

Schedule A

The Schedule A Assets consist of all assets, leases, properties, government permits, customer lists, businesses and goodwill, tangible and intangible, related to or utilized in the Supermarket business operated at the following locations in Virginia, excluding the trade marks, trade dress, service marks, or trade names of Respondents:

Hannaford Store No. 427, located at 9480 W. Broad St., Richmond, VA

Hannaford Store No. 474, located at 2738 Hannaford Plaza, Richmond, VA

Hannaford Store No. 477, located at 4816 S. Laburnum, Richmond, VA

Hannaford Store No. 478, located at 1356 Gaskins Rd., Richmond, VA

Hannaford Store No. 479, located at 3507 W. Cary St., Richmond, VA

Hannaford Store No. 480, located at 11400 Huguenot Rd., Midlothian, VA

Hannaford Store No. 481, located at 10921 Hull St., Midlothian, VA

Hannaford Store No. 484, located at 7951 Brook Rd., Richmond, VA

Hannaford Store No. 486, located at 12201 So. Chalkley, Chester, VA

Hannaford Store No. 490, located at 1601 Willow Lawn Dr., Richmond, VA

Hannaford Store No. 430, located at 14246 Warwick Blvd., Newport News, VA

Hannaford Store No. 432, located at 4692 Columbus St., Virginia Beach, VA

Hannaford Store No. 483, located at 4625 Shore Dr., Virginia Beach, VA

Hannaford Store No. 487, located at 1800 Republic Dr., Virginia Beach, VA

Hannaford Store No. 488, located at 101 Village Ave., York Co., VA

Hannaford Store No. 491, located at 2029 Lynnhaven Pkwy., Virginia Beach, VA

Hannaford Store No. 492, located at 205 East Little Creek Rd., Norfolk, VA

Hannaford Store No. 493, located at 5237 Providence Rd., Virginia Beach, VA

Hannaford Store No. 494, located at 5601 High St. West, Portsmouth, VA

Hannaford Store No. 496, located at King Richard Dr., Virginia Beach, VA

Schedule B

The Schedule B Assets consist of all assets, leases, properties, government permits, customer lists, businesses and goodwill, tangible and intangible, related to or utilized in the Supermarket business operated at the following locations in North Carolina, excluding the trade marks, trade dress, service marks, or trade names of Respondents:

Hannaford Store No. 410, located at 341 South College Rd., Wilmington, NC

Hannaford Store No. 415, located at 2316 North College Rd., Wilmington, NC

Hannaford Store No. 424, located at 930 High House Rd., Cary, NC

Hannaford Store No. 425, located at 9600 Strickland Rd., Raleigh, NC

Hannaford Store No. 426, located at 5309 Carolina Beach Rd., Wilmington, NC

Hannaford Store No. 428, located at 2900 Millbrook Rd., Raleigh, NC

Hannaford Store No. 436, located at 2900 Wake Forest Rd., Raleigh, NC

Hannaford Store No. 439, located at 1741 Walnut St., Cary, NC

Hannaford Store No. 441, located at 5051-3 Main St., Shallotte, NC

Hannaford Store No. 442, located at 4821 Long Beach Rd., S.E., Southport, NC

Hannaford Store No. 444, located at 3804 Oleander Dr., Wilmington, NC

Hannaford Store No. 455, located at 1405 W. Williams St., Suite A, Apex, NC

Unbuilt Site, located at Ten Ten Road, Cary, NC

Schedule C

The Schedule C Assets consist of all assets, leases, properties, government permits, customer lists, businesses and goodwill, tangible and intangible, related to or utilized in the Supermarket business operated at the following locations in North Carolina, excluding the trade marks, trade dress, service marks, or trade names of Respondents:

Hannaford Store No. 402, located at 103 South Dudley Street, Burgaw, NC

Hannaford Store No. 408, located at 112A Village Road, Leland, NC

Hannaford Store No. 403, located at 107 South Pine Street, Warsaw, NC

Hannaford Store No. 420, located at 701B White's Crossing Shopping Center, Whiteville, NC

Hannaford Store No. 414, located at 604 Jefferson Street, Whiteville, NC

[Confidential Appendices I-IV Redacted from Public Record Version]