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_______________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
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WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
DATE OF REPORT (Date of earliest event reported) November 4, 1997
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JITNEY-JUNGLE STORES OF AMERICA, INC.
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(Exact name of registrant as specified in its charter.)
MISSISSIPPI 33-80833 64-0280539
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(State or other jurisdiction (Commission File Number) (IRS Employer
jurisdiction of incorporation) Identification number)
1770 Ellis Avenue, Suite 200, Jackson, MS 39204
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(Address of Principal Executive Offices - Zip Code)
(601) 965-8600
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(Registrant's telephone number, including area code)
N/A
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(Former name and former address, if changed since last report.)
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ITEM 5. OTHER ITEMS.
On November 4, 1997, Delta Acquisition Corporation ("Delta"), an Alabama
corporation and a wholly owned subsidiary of Jitney-Jungle Stores of America,
Inc. ("Jitney-Jungle") merged with and into Delchamps, Inc., an Alabama
corporation ("Delchamps"). Delchamps is now a wholly-owned subsidiary of
Jitney-Jungle.
The merger, completed after the Delchamps' shareholder vote at a Special
Meeting of Shareholders held on November 4, 1997, was the second step in the
two-step acquisition of Delchamps by Jitney-Jungle. The first step, a cash
tender offer by Delta for all the outstanding shares of common stock of
Delchamps at $30.00 per share, was completed on September 12, 1997, pursuant
to which Delta purchased 5,317,510 shares. The shares so purchased
represented approximately 73.9% of the shares outstanding on such date. All
outstanding shares of common stock of Delchamps not previously purchased in
the tender offer (other than shares owned by Jitney-Jungle, Delchamps or
their wholly-owned subsidiaries or by any shareholders of Delchamps who
properly exercise dissenters' rights) were converted in the merger into the
right to receive the same $30.00 per share cash price paid in the tender
offer. As of November 4, 1997, Delchamps'shareholders representing
approximately 620,749 shares, or 8.8% of the outstanding shares of Delchamps,
purportedly indicated their intention to exercise dissenters' rights with
respect to the merger.
Item 7. Financial Statements and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits.
Exhibit No. Description
99.1 Jitney-Jungle Stores of America, Inc. Press Release, dated
November 4, 1997, regarding the merger of Delta with and into
Delchamps.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
JITNEY-JUNGLE STORES OF AMERICA, INC.
(Registrant)
By: Michael E. Julian
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Michael E. Julian
President and Chief
Executive Officer
Date: November 19, 1997
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Exhibit 99.1
FOR IMMEDIATE RELEASE
JITNEY-JUNGLE ANNOUNCES COMPLETION OF DELCHAMPS MERGER
Jackson, Mississippi, November 4, 1997. Shareholders of Delchamps, Inc.,
at a special meeting held today, voted to approve the merger between
Delchamps and Delta Acquisition Corporation, a wholly-owned subsidiary of
Jitney-Jungle Stores of America, Inc. Delchamps is now a wholly-owned
subsidiary of Jitney-Jungle.
The merger, completed after the shareholder vote, was the second step in
the two-step acquisition of Delchamps by Jitney-Jungle. The first step, a
cash tender offer by Delta Acquisition for all the outstanding shares of
Delchamps at $30.00 per share, was completed on September 12, 1997. All
outstanding shares of common stock of Delchamps not previously purchased in
the tender offer (other than shares owned by Jitney-Jungle, Delchamps or
their wholly-owned subsidiaries or by any shareholders of Delchamps who
properly exercise dissenters' rights) were converted in the merger into the
right to receive the same $30.00 per share cash price paid in the tender
offer.
Shortly, IBJ Schroder Bank & Trust Company will send letters of
transmittal to Delchamps' shareholders explaining the process for
surrendering the Delchamps' shares to those shareholders who did not tender
their shares pursuant to the tender offer.
Jitney-Jungle is a leading operator of supermarkets in the Southeast. It
operates 199 supermarkets located throughout Mississippi and Alabama as well
as in selected markets in Tennessee, Arkansas, Louisiana and Florida.
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FOR FURTHER INFORMATION CONTACT:
Jitney-Jungle Stores of America, Inc.:
Michael E. Julian, President and Chief Executive Officer
(601) 346-2116
MacKenzie Partners, Inc.:
Grace M. Protos
(212) 929-5500
