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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1/A-2
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
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Kash n' Karry Food Stores, Inc.
(Name of Subject Company)
KK Acquisition Corp.
FLI Holding Corp.
Food Lion, Inc.
(Bidder(s))
Common Stock, $0.01 par value
(including Preferred Share Purchase Rights
issued with respect thereto)
(Title of Class of Securities)
48577P106
(CUSIP Number of Class of Securities)
R. William McCanless, Esq.
Senior Vice President and Chief Administrative Officer
Food Lion, Inc.
P.O. Box 1330
2110 Executive Drive
Salisbury, North Carolina 28145
Telephone: (704) 633-8250
(Name, address and telephone number of Persons
Authorized to Receive Notices and Communications
on behalf of Bidder)
Copy to:
Bruce S. Mendelsohn and
Russell W. Parks, Jr., P.C.
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
1333 New Hampshire Avenue, N.W.
Suite 400
Washington, D.C. 20036
Telephone: (202) 887-4000
December 13, 1996
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CALCULATION OF FILING FEE
Transaction Value Amount of Filing Fee
$121,532,164(1) $24,307(2)
/X/ Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
Amount Previously Paid: $24,307 Filing Party: KK Acquisition Corp.
Form or Registration No.: Schedule 14D-1 FLI Holding Corp.
Food Lion, Inc.
Date Filed: November 15, 1996
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(1) Calculated by multiplying $26.00, the per share tender offer price, by
4,674,314, the number of shares of Common Stock sought in the Offer.
(2) 1/50 of 1% of the Transaction Valuation.
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This Amendment No. 2 is filed by KK Acquisition Corp., a corporation
organized and existing under the laws of the State of Delaware ("Purchaser") and
a wholly owned subsidiary of FLI Holding Corp. ("Holding"), a Delaware
corporation and a wholly owned subsidiary of Food Lion, Inc., a North Carolina
corporation ("Parent"), to amend its Tender Offer Statement filed on November
15, 1996, as amended on December 5, 1996 (as amended, the "Schedule 14D-1")
relating to the purchase of all outstanding shares of common stock, par value
$0.01 per share (the "Shares"), of Kash n' Karry Food Stores, Inc., a
corporation organized and existing under the laws of the State of Delaware (the
"Company"), including the associated Preferred Share Purchase Rights (the
"Rights") issued pursuant to the Rights Agreement, dated as of April 13, 1995,
between the Company and Fleet National Bank (successor in interest to Shawmut
Bank Connecticut, N.A.), as Rights Agent, as amended by the First Amendment to
Rights Agreement dated as of June 13, 1995, and the Second Amendment to Rights
Agreement dated as of October 30, 1996 (the "Rights Agreement"). All references
herein to the Rights include all benefits which may inure to stockholders of the
Company pursuant to the Rights Agreement, and unless the context requires
otherwise, all references herein to Shares include the Rights. Capitalized
terms used herein and not defined shall have the meanings set forth in the Offer
to Purchase, dated November 15, 1996, filed as Exhibit (a)(1) to the Schedule
14D-1.
1. Item 10 is hereby amended to add the following:
ITEM 10. ADDITIONAL INFORMATION
(f) The Offer, originally scheduled to expire at 12:00 midnight, New York
City time on December 13, 1996, has been extended by Parent and is now scheduled
to expire at 11:59 p.m., New York City time, on Tuesday, December 17, 1996,
unless extended again.
In addition, on December 13, 1996, Parent issued a press release which
announced the extension of the tender offer. A copy of the press release issued
by Parent on December 13, 1996, is filed herewith as Exhibit (a)(12) and is
incorporated by reference herein.
2. Item 11 is hereby amended to add the following:
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(12) Press Release issued by Parent on December 13, 1996.
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3. Exhibit Index is hereby amended and restated as follows:
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. ITEM
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<S> <C>
(a)(1)* Offer to Purchase, dated November 15, 1996
(a)(2)* Letter of Transmittal
(a)(3)* Notice of Guaranteed Delivery
(a)(4)* Letter from the Information Agent to Brokers, Dealers, Commercial
Banks, Trust Companies and Nominees
(a)(5)* Letter from Brokers, Dealers, Commercial Banks, Trust Companies
and Nominees to Clients
(a)(6)* Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9
(a)(7)* Summary Advertisement as published in THE WALL STREET JOURNAL on
November 15, 1996
(a)(8)* Press Release issued by Parent and the Company on October 31,
1996
(a)(9)* Press Release issued by Parent on November 8, 1996
(a)(10)* Press Release issued by Parent on November 15, 1996
(a)(11)* Amendment and Supplement, dated December 5, 1996 to Offer to Purchase,
dated November 15, 1996
(a)(12) Press Release issued by Parent on December 13, 1996
(b)* Food Lion, Inc. Senior Credit Facilities Commitment Letter from Chase
Securities, Inc. to Parent, dated October 29, 1996
(c)(3)* Confidentiality Agreement between Company and Parent,
dated May 20, 1996
(c)(4)* Confidentiality Agreement between Parent and Company,
dated May 21, 1996
(d) None
(e) Not applicable
(f) Not applicable
</TABLE>
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* previously filed
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SIGNATURE
After due inquiry and to the best of each of the undersigned's knowledge
and belief, the undersigned do hereby certify that the information set forth in
this statement is true, complete and correct.
December 13, 1996 KK ACQUISITION CORP.
By: /s/ R. WILLIAM McCANLESS
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Name: R. William McCanless
Title: Vice President
FLI HOLDING CORP.
By: /s/ R. WILLIAM McCANLESS
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Name: R. William McCanless
Title: Vice President
FOOD LION, INC.
By: /s/ R. WILLIAM McCANLESS
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Name: R. William McCanless
Title: Senior Vice President and
Chief Administrative Officer
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December 13, 1996 Exhibit (a)(12)
Contact: Chris Ahearn
(704) 633-8250, Ext. 2892
FOR IMMEDIATE RELEASE
FOOD LION, INC. EXTENDS $26.00 PER SHARE CASH TENDER OFFER
FOR KASH N' KARRY FOOD STORES, INC.
Salisbury, NC -- Food Lion, Inc. (NASDAQ-NNM: FDLNA, FDLNB) of Salisbury,
North Carolina, announced today it will extend until 11:59 p.m. New York City
time on December 17, 1996 its $26-per-share cash tender offer for the
acquisition of shares of Kash n' Karry Food Stores, Inc. (NASDAQ-NNM: KASH)
which was commenced on November 15, 1996. The tender offer previously had
been scheduled to expire at midnight New York City time on December 13, 1996.
As of 4:00 p.m., New York City time, on December 13, 1996, approximately
4,625,798 shares of Kash n' Karry's common stock had been validly tendered in
the offer and not withdrawn, of which 20,250 shares were tendered pursuant to
notices of guaranteed delivery. The tendered shares constitute approximately
98.9% of Kash n' Karry outstanding common stock.
As previously announced, the decision to effect the transaction by means of
a first-step tender offer reflects the shared objective of Food Lion and Kash n'
Karry of allowing the stockholders, customers and employees of both companies to
realize the benefits of the transaction at the earliest possible date. It is
contemplated that the merger will be effected without the necessity of a Kash n'
Karry stockholder vote if more than 90% of Kash n' Karry's outstanding shares
are acquired in the Offer.
As announced on October 31, 1996, Kash n' Karry's Board of Directors has
approved the transaction and recommended approval and adoption of the merger by
Kash n' Karry's stockholders. Institutional investors who together own
approximately 67.1% of Kash n' Karry's outstanding common stock have committed
to support the transaction, have granted proxies and options on their shares in
favor of Food Lion, and have agreed to tender their shares in the Offer.
Consummation of the transaction is subject to satisfaction of certain
conditions, including the expiration of the applicable waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976. It is anticipated that
these conditions will be satisfied on or before 12:01 a.m., New York City time,
December 18, 1996.
Food Lion and its more than 72,000 employees serve more than nine million
customers per week by providing Extra Low Prices and More at more than 1,100
stores in 14 states.
