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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) SEPTEMBER 12, 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
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
(Former name and former address, if changed since last report.)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On September 12, 1997, Delta Acquisition Corporation, an Alabama
corporation ("Delta") and a wholly-owned subsidiary of Jitney-Jungle Stores
of America, Inc., a Mississippi corporation ("Jitney-Jungle") pursuant to its
Offer to Purchase, dated July 14, 1997 (the "Offer"), purchased 5,317,510
shares of common stock, par value $.01 per share (the "Shares"), of
Delchamps, Inc., an Alabama corporation ("Delchamps") for $30.00 net per
share. The Shares so purchased represented approximately 73.9% of the Shares
outstanding on such date. The aggregate purchase price for the Delchamps'
shares acquired upon consummation of the Offer was approximately $159.6
million. To acquire the Shares, Jitney-Jungle utilized borrowings under a
$150 million senior credit facility with Fleet Capital Corporation and
certain other lenders and the proceeds from the sale of $200 million in
principal amount of its 10-3/8% Senior Subordinated Notes due 2007.
Reference is made to the Form of Indenture among Jitney-Jungle, Delta,
certain other subsidiaries of Jitney-Jungle (including Delchamps), and Marine
Midland Bank, as trustee, governing Jitney-Jungle's 10-3/8% Senior
Subordinated Notes due 2007 filed as Exhibit (b)(4) to Jitney-Jungle's
Schedule 14D-1 Amendment No. 7, dated September 12, 1997, and to the Form of
Amended and Restated Revolving Credit Agreement among Jitney-Jungle, Delta,
certain other subsidiaries of Jitney-Jungle (including Delchamps), certain
lenders, DLJ Capital Funding, Inc., as documentation agent for the lenders
and Fleet Capital Corporation, as agent for the lenders, relating to certain
borrowings in connection with the Offer and the Merger filed as Exhibit
(b)(5) to Jitney-Jungle's Schedule 14D-1 Amendment No. 8, dated September 16,
1997.
Pursuant to the Agreement and Plan of Merger, dated July 8, 1997, by and
among Jitney-Jungle, Delta, and Delchamps (the "Merger Agreement"),
Jitney-Jungle intends to effect a merger of Delta with and into Delchamps
(the "Merger") in accordance with the relevant provisions of the Alabama
Business Corporation Act later this year. Upon the consummation of the
Merger, each outstanding Share (other than Shares acquired by Delta in the
Offer, and Shares as to which dissenters' rights are perfected) will be
converted into the right to receive $30.00 in cash. Accordingly, upon
consummation of the Merger, Delchamps will become a wholly-owned subsidiary
of Jitney-Jungle.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Businesses Acquired.
Jitney-Jungle intends to file the required Interim Consolidated Financial
Statements under cover of Form 8-K/A as soon as practicable, but not later than
60 days after the date this report must have been filed.
(b) Pro Forma Financial Information.
Jitney-Jungle intends to file the required Financial Statements under cover
of Form 8-K/A as soon as practicable, but not later than 60 days after the date
this report must have been filed.
(c) Exhibits.
EXHIBIT
NO. DESCRIPTION
99.1 Jitney-Jungle Stores of America, Inc.
Press Release, dated September 12, 1997,
regarding Jitney-Jungle's acquisition of
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: /s/ Michael E. Julian
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Michael E. Julian
President and Chief
Executive Officer
Date: September 26, 1997
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Exhibit 99.1
FOR IMMEDIATE RELEASE
JITNEY-JUNGLE COMPLETES TENDER OFFER FOR DELCHAMPS
Jackson, Mississippi, September 12, 1997. Jitney-Jungle Stores of America,
Inc. announced today that its wholly-owned subsidiary, Delta Acquisition
Corporation, has completed its $30 per share cash tender offer for all
outstanding shares of Delchamps, Inc. (NASDAQ NMS:DLCH). The offer expired, as
scheduled, at 5:00 p.m., New York City time, on Friday, September 12, 1997.
As of the termination of the offer, based on a preliminary count from the
depositary for the offer, approximately 5,321,112 shares of Delchamps' common
stock had been tendered and accepted for payment. These tendered shares
represent approximately 74% of Delchamps' outstanding shares. Jitney-Jungle and
Delchamps will now proceed to complete a merger pursuant to which Jitney-Jungle
will acquire the remaining shares of Delchamps for $30 per share in cash. The
merger is expected to be completed later this year.
Michael E. Julian, Jitney-Jungle's President and Chief Executive Officer,
said: "We are very pleased that the tender offer has been successfully completed
and we look forward to building on the great strengths of these two leading
supermarket franchises in the Southeast."
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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
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