As filed with the Securities and Exchange Commission on November 14, 1994.
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
__________
DELCHAMPS, INC.
(Exact name of Registrant as specified in its charter)
Alabama 63-0245434
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification Number)
305 Delchamps Drive
Mobile, Alabama 36602
(Address, including zip code, of
Registrant's principal executive offices)
Delchamps, Inc. Director Compensation Plan
(Full title of the Plan)
__________
James H. McDonald, Jr.
Vice President and General Counsel
Delchamps, Inc.
305 Delchamps Drive
Mobile, Alabama 36602
(205) 433-0431
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
Margaret F. Murphy
Jones, Walker, Waechter, Poitevent, Carrere & Denegre
201 St. Charles Avenue
New Orleans, Louisiana 70170-5100
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
______________________________________________________________________________________________
Proposed Proposed
Amount Maximum Maximum Amount of
Title of Securities to be Offering Price Aggregate Registration
to be Registered Registered<FN1> Per Share Offering Price Fee
______________________________________________________________________________________________
<S> <C> <C> <C> <C>
Common Stock 100,000 shares $17.625<FN2> $ 1,762,500<FN2> $ 607.76
($.01 par value per share)
____________________________________________________________________________________________
</TABLE>
<FN1> Upon a stock split, stock dividend or similar transaction in the
future and during the effectiveness of this Registration Statement
involving Common Stock of the Company, the number of shares registered
shall be automatically increased to cover the additional shares in
accordance with Rule 416(a) under the Securities Act of 1933.
<FN2> Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and (h) under the Securities Act of 1933,
based on the average of the high and low price per share of the Common
Stock on the NASDAQ Stock Market on November 8, 1994.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Incorporation of Documents by Reference.
The following documents, which have been filed by Delchamps,
Inc. (the "Company") with the Securities and Exchange Commission
(the "Commission"), are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal
year ended July 2, 1994 filed pursuant to Section 13 of the
Securities Exchange Act of 1934 (the "1934 Act");
(b) The Company's Quarterly Report on Form 10-Q for the
quarter ended October 1, 1994 filed pursuant to Section 13 of the
1934 Act; and
(c) The description of the Common Stock included in Item 1
of the Company's Registration Statement on Form 8-A dated October
24, 1984 and the description of the fair price provision of the
Company's Articles of Incorporation appearing under the caption
"Proposed Amendments Concerning Certain Business Combinations and
Related Matters" beginning on page 13 and ending on page 18 of
the Company's Proxy Statement dated September 5, 1984, filed as
Exhibit 3 to the Registration Statement on Form 8-A.
All reports filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act
subsequent to the date of this Registration Statement and prior
to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all
securities then remaining unsold shall, except to the extent
otherwise provided by Regulation S-K or any other rule
promulgated by the Commission, be deemed to be incorporated by
reference in this Registration Statement and to be part hereof
from the date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Alabama Business Corporation Act gives Alabama
corporations broad powers to indemnify their present and former
directors and officers against expenses incurred in the defense
of any lawsuit to which they are made parties by reason of being
or having been such directors or officers. Subject to specific
conditions and exclusions, Alabama law gives a director or
officer who successfully defends an action the right to be so
indemnified and authorizes Alabama corporations to buy directors'
and officers' liability insurance. Such indemnification is not
exclusive of any other rights to which those indemnified may be
entitled under any statute, provision of the articles of
incorporation, by-law, agreement, vote of shareholders or
disinterested directors or otherwise.
The Company's by-laws require, in the case of officers and
directors, and permit, in the case of employees and agents, the
indemnification expressly authorized under Alabama law. The
standard applicable in all cases (excepting indemnification in
connection with the successful defense of any proceeding which is
mandatory under Alabama law without reference to any such
standard) is that the individual shall have acted in good faith
and in a manner he reasonably believed to be in or not opposed to
the best interest of the Company, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful, except that no indemnification is
permitted with respect to litigation brought by or in the right
of the Company in respect of any claim, issue or matter as to
which the director or officer is adjudged to be liable for
negligence or misconduct in the performance of his duty to the
Company unless and only to the extent that the court in which the
action is brought determines that such person is entitled to
indemnity for such expenses which the court deems to be proper.
The Company has in effect a directors' and officers'
liability policy that provides for indemnification of its
officers and directors against losses arising from claims
asserted against them in their capacities as officers and
directors, subject to limitations and conditions set forth in the
policy.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1 Articles of Amendment to the Articles of Incorporation
and Restated Articles of Incorporation of the Company
each dated October 5, 1984 (incorporated by reference
to Exhibit 3(a) to the Company's Report on Form 10-K
for the fiscal year ended June 29, 1985).
4.2 By-laws of the Company, as amended on July 28, 1989
(incorporated by reference to Exhibit 3(b) of the
Company's Report on Form 10-K for the fiscal year ended
July 1, 1989).
4.3 The Delchamps, Inc. Director Compensation Plan.
5 Opinion of Jones, Walker, Waechter, Poitevent,
Carrere & Denegre
23.1 Consent of KPMG Peat Marwick.
23.2 Consent of Jones, Walker, Waechter, Poitevent,
Carrere & Denegre (included in Exhibit 5).
__________
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this regis-
tration statement to include any material information with re-
spect to the plan of distribution not previously disclosed in the
registration statement or any material change to such information
in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amend-
ment shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
section 13(a) or section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to
the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceedings) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question of whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to
believe that it meets all the requirements for filing on Form S-8
and has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
City of Mobile, State of Alabama, on November 10, 1994.
DELCHAMPS, INC.
/s/Randy Delchamps
_____________________________________
Randy Delchamps
Chairman of the Board
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Randy Delchamps
and James H. McDonald, Jr., or either one of them, his true and
lawful attorney-in-fact and agent, with full power of
substitution, for him and in his name, place and stead, in any
and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to
file the same with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full
power and authority to do and perform each and every act and
thing requisite and ratifying and confirming all that said
attorney-in-fact and agent or his substitute or substitutes may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of
1933, as amended, this Registration Statement has been signed by
the following persons in the capacities and on the dates
indicated.
Signature Title Date
/s/J. Thomas Arendall, Jr.
_________________________________ Director November 10, 1994
J. Thomas Arendall, Jr.
/s/Carl F. Bailey
_________________________________ Director November 10, 1994
Carl F. Bailey
/s/E. E. Bishop
_________________________________ Director November 10, 1994
E. E. Bishop
/s/John A. Caddell
_________________________________ Director November 10, 1994
John A. Caddell
/s/James M. Cain
_________________________________ Director November 10, 1994
James M. Cain
_________________________________ Director ___________, 1994
William W. Crawford
/s/Randy Delchamps
_________________________________ Chairman of the November 10, 1994
Randy Delchamps Board, President
and Chief Executive Officer
(Principal Executive Officer)
/s/T. W. Mitchell
_________________________________ Director November 10, 1994
T. W. Mitchell
/s/David W. Morrow
_________________________________ Director November 10, 1994
David W. Morrow
/s/Timothy E. Kullman
_________________________________ Senior Vice November 10, 1994
Timothy E. Kullman President and
Chief Financial Officer
(Principal Financial Officer)
/s/Roy W. Henderson
_________________________________ Vice President, November 10, 1994
Roy W. Henderson Finance and
Treasurer
(Principal Accounting Officer)
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
4.1 Articles of Amendment to the Articles of
Incorporation and Restated Articles of
Incorporation of the Company each dated October 5,
1984 (incorporated by reference to Exhibit 3(a) to
the Company's Report on Form 10-K for the fiscal
year ended June 29, 1985).
4.2 By-laws of the Company, as amended on July 28,
1989 (incorporated by reference to Exhibit 3(b) of
the Company's Report on Form 10-K for the fiscal
year ended July 1, 1989).
4.3 The Delchamps, Inc. Director Compensation Plan.
5 Opinion of Jones, Walker, Waechter, Poitevent,
Carrere & Denegre
23.1 Consent of KPMG Peat Marwick.
23.2 Consent of Jones, Walker, Waechter, Poitevent,
Carrere & Denegre (included in Exhibit 5).
EXHIBIT 4.3
DELCHAMPS, INC.
DIRECTOR COMPENSATION PLAN
1. Purpose. The purpose of the Director Compensation Plan
(the "Plan") of Delchamps, Inc. ("Delchamps"), an Alabama
corporation, is to (a) provide an incentive to directors of
Delchamps who are not also employees of Delchamps (the
"Directors") to concentrate their efforts in a manner that will
provide for the long-term growth and profitability of Delchamps;
(b) encourage stock ownership by Directors in order to promote an
identity of interests with Delchamps' shareholders; (c) provide a
means of attracting and retaining qualified Directors; and (d)
provide the Directors with an opportunity to defer their director
compensation in order to assist in their individual financial
planning.
2. Effective Date and Term of Plan. The Plan shall become
effective on such date as it is approved by the shareholders of
Delchamps and shall remain in effect until terminated by the
Board of Directors of Delchamps (the "Board"). Elections under
Sections 6 and 8 hereof may be made prior to the effective date
of the Plan.
3. Stock Subject to the Plan. There are authorized for
issuance and delivery under the Plan an aggregate of 100,000
shares of common stock, $.01 par value per share (the "Common
Stock"), subject to adjustment as provided in Section 9 hereof.
Such shares may be, in whole or in part, authorized but unissued
shares, whether now or hereafter authorized, or issued shares
that have been reacquired by Delchamps.
4. Plan Administration. The Plan shall be administered by
the Compensation Committee (the "Committee") of the Board of
Directors. The Committee shall have full and final authority to
interpret the Plan, adopt, amend and rescind rules and
regulations relating to the Plan, and make all other
determinations and take all other actions necessary and advisable
for the administration of the Plan. Decisions and determinations
of the Committee on all matters relating to the Plan shall be in
its sole discretion and shall be conclusive. The Plan shall be
interpreted in view of the intention that the acquisition of
shares of Common Stock through the Plan is intended to qualify as
an exempt transaction under Rule 16b-3 under the Securities
Exchange Act of 1934 (the "Exchange Act").
5. Eligibility. Any member of the Board of Directors who
is not an employee of Delchamps or a subsidiary of Delchamps may
participate in the plan.
6. Deferral of Compensation.
6.1 Deferral Elections. Each Director may elect to
defer his or her Retainer Compensation, Nonretainer Compensation
that is not used to purchase Common Stock pursuant to Section 8
hereof or both, each in twenty-five percent increments, to his or
her Deferred Compensation Account. An election to defer
Compensation hereunder shall be made by means of a Deferral
Election Form and shall be effective only with respect to
Compensation earned on or after the date of the first annual
meeting of shareholders of Delchamps following the receipt of the
Deferral Election Form by the Committee. "Retainer Compensation"
means the annual retainer fee payable to a Director by Delchamps,
but shall not include any meeting fees or expense reimbursement
paid to a Director. "Nonretainer Compensation" means the meeting
fees paid to a Director by Delchamps, but does not include any
Retainer Compensation or expense reimbursement paid to a
Director. "Compensation" means Nonretainer Compensation and
Retainer Compensation.
6.2 Revocation of Elections. A Director may revoke or
modify an election made pursuant to Plan Section 6.1 with respect
to deferrals of Compensation to be earned in the future as of the
date of the first annual meeting of shareholders of Delchamps
following receipt of the written revocation or modification by
the Committee and subject to such other rules as may be
established by the Committee.
7. Deferred Compensation Accounts
7.1 Establishment of Accounts. A Deferred
Compensation Account shall be established for each Director who
executes a Deferral Election Form.
7.2 Crediting of Deferrals. A Directors's Deferred
Compensation Account shall be credited with that portion of the
Director's Compensation that the Director has elected to defer to
his or her Deferred Compensation Account pursuant to Plan Section
6.1 as of the date such Compensation would otherwise have been
paid to the Director.
7.3 Crediting Income. Each Deferred Compensation
Account shall be credited as of the last day of each fiscal
quarter of Delchamps with an assumed rate of income equal to the
then prevailing rate payable with respect to 90 day U.S. Treasury
Bills, based on the weighted average balance of such account
during such fiscal quarter.
7.4 Distribution of Accounts. Amounts credited to a
Director's Deferred Compensation Account shall be distributed in
either a single lump sum or annual installments (not to exceed
five), as designated by the Director in his or her applicable
Deferral Election Form. Distribution of a Deferred Compensation
Account shall be made (in the case of a lump sum payment) or
commence (in the case of installment payments) upon the
January 15 or July 15 following the Director's seventieth
birthday, or, if earlier, the January 15 or July 15 following the
date the Director ceases to be a member of the Board of
Directors, other than as a result of death. However, if the
Director elects in his or her Deferral Election Form, the
distribution (in the case of a lump sum payment) or the
commencement of the distribution (in the case of installment
payments) of the Director's Deferred Compensation Account shall
occur on any subsequent January 15 or July 15. If a Director
elects to have his or her Deferred Compensation Account
distributed in installments, the amount of the first installment
shall be a fraction of the value of the Director's Deferred
Compensation Account, the numerator of which is one and
denominator of which is the total number of installments elected,
and the amount of each subsequent installment shall be a fraction
of the value (including income credited pursuant to Section 7.3)
on the date preceding each subsequent payment, the numerator of
which is one and the denominator of which is the total number of
installments elected minus the number of installments previously
paid.
7.5 Distribution Upon Death. In the event of the
death of a Director prior to the distribution of his or her
Deferred Compensation Account in full, the value of such Deferred
Compensation Account shall be determined as of the day
immediately following the Director's death and such amount shall
be distributed in a single lump sum payment to the Director's
estate as soon as administratively feasible thereafter.
7.6 Statement of Account. At least once per year,
each Director who has executed a Deferral Election Form shall be
provided with a statement of his or her Deferred Compensation
Account.
7.7 Director's Rights Unsecured. The right of any
Director to receive future distributions under the provisions of
this Section 7 shall constitute an unsecured claim against the
general assets of the Company.
8. Stock Purchases.
8.1 Each Director may make a stock purchase election
directing that up to one hundred percent of his or her Retainer
Compensation, in ten percent increments, be allocated to the
purchase of Common Stock on his or her behalf. At such time as
the rules under Section 16 of the Exchange Act are amended to
permit a Director to elect to utilize both Retainer Compensation
and Nonretainer Compensation to purchase shares of Common Stock
and still qualify as a disinterested person for the purpose of
administering other employee benefit plans of Delchamps, then, if
so elected by the Director, all or a portion of Nonretainer
Compensation may also be utilized to purchase Common Stock on the
terms described in this Section 8.
8.2 A stock purchase election will be effective on the
first date that Compensation subject to the election is paid that
is at least six months after the date the Stock Purchase Election
Form is filed with the Committee in the manner required by the
Committee. Stock purchase elections may be revoked or modified
effective on the first date that Compensation is paid that is at
least six months following the date the revocation or modified
election is filed with the Committee in the manner required by
the Committee. Notwithstanding the preceding, a stock purchase
election, or a modification or revocation of a stock purchase
election, may be given effect on an earlier date, if the
Committee, in its sole discretion, permits, provided the
Committee is satisfied such election, modification or revocation
would not trigger the recovery of short-swing profits under
Section 16 of the Exchange Act.
8.3 Number of Shares Issued. If a Director has timely
submitted a satisfactory Stock Purchase Election Form, the
Director shall be issued a number of shares of Common Stock equal
to the amount, if any, of the Director's Compensation allocated
to the purchase of Common Stock, multiplied by 1.10 and divided
by the Fair Market Value of a share of Common Stock as of the
issue date. A Director who timely submits a satisfactory Stock
Purchase Election Form shall be issued a number of shares of
Common Stock, multiplied by 1.25 rather than 1.10 and divided by
the Fair Market Value of a share of Common Stock as of the issue
date, at such time as the rules under Section 16 of the Exchange
Act are amended to allow a Director to receive such amount of
Common Stock in lieu of cash Compensation and continue to qualify
as a disinterested person for the purpose of administering other
employee benefit plans of Delchamps. Any Common Stock issued to
a Director pursuant to this Section 8.3 may not be transferred
within two (2) years of the date of purchase, except in the event
of death, disability, as described in Section 22(e) of the
Internal Revenue Code of 1986, as amended, retirement on or after
age 70 or unless the Committee waives this restriction. "Fair
Market Value" with regard to a date means the closing price of
the Common Stock on the last trading date prior to that date as
reported by the Nasdaq Stock Market (or, if applicable, as
reported by any other automated quotation system or national
securities exchange selected by the Committee that reports
closing sale prices for the Common Stock or on which the shares
of Common Stock are then actively traded).
9. Changes in Capitalization. If the outstanding shares
of Common Stock are increased, decreased or exchanged for a
different number or kind of shares or other securities, or if
additional shares or other property (other than ordinary
dividends) are distributed with respect to such shares of Common
Stock or other securities, through merger, consolidation, sale of
all or substantially all of the assets of Delchamps,
reorganization, recapitalization, reclassification, dividend,
stock split, reverse stock split, spin-off, split-off or other
distribution with respect to such shares of Common Stock, or
other securities, an appropriate and proportionate adjustment may
be made in the maximum number and kind of shares reserved for
issuance under the Plan.
10. No Right to Continue as a Director. Neither the Plan
nor any action taken pursuant to the Plan, shall constitute
evidence of any agreement or understanding, express or implied,
that Delchamps will retain a participant as a Director for any
period of time, or at any particular rate of compensation.
11. Amendment, Modification, and Termination. The Board at
any time may terminate and in any respect amend or modify the
Plan; provided, however, that the Board of Directors shall
condition any amendments on the approval of shareholders if such
approval is necessary or advisable with respect to securities,
tax or other applicable law. No amendment, modification or
termination of the Plan shall in any manner adversely affect the
rights of any participant with respect to shares of Common Stock
to which he or she became entitled prior to such amendment,
modification or termination or with respect to amounts that have
been credited to a Deferred Compensation Account.
12. Shareholder Approval. The Plan shall be submitted to
the shareholders of Delchamps for their approval at the 1994
Annual Meeting of Shareholders. If such approval is not
obtained, no shares of Common Stock may be purchased by Directors
through the Plan.
13. Restrictions on Delivery and Sale of Shares; Legends.
Each share of Common Stock purchased through the Plan is subject
to the condition that if at any time the Committee, in its
discretion, shall determine that the listing, registration or
qualification of such shares upon any securities exchange or
under any state or federal law is necessary or desirable as a
condition of or in connection with the purchase or delivery of
shares thereunder, the delivery of any or all shares may be
withheld unless and until such listing, registration or
qualification shall have been effected. If a registration
statement is not in effect under the Securities Act of 1933 or
any applicable state securities laws with respect to the shares
of Common Stock purchasable or otherwise deliverable hereunder,
the Director shall as a condition to any delivery of Common Stock
hereunder, represent, in writing, that the shares received are
being acquired for investment and not with a view to distribution
and agree that the shares will not be disposed of except pursuant
to an effective registration statement, unless Delchamps shall
have received an opinion of counsel that such disposition is
exempt from such requirement under the Securities Act of 1933 and
any applicable state securities laws. Delchamps shall include on
certificates representing shares delivered pursuant to the Plan
such legends referring to the foregoing representations or
restrictions and any other applicable restrictions on resale as
the Committee, in its discretion, shall deem appropriate.
14. Non-alienation of Benefits. Other than with regard to
the death of a Director, no benefit shall be subject in any
manner to anticipation, alienation, sale, transfer, assignment,
pledge, encumbrance or charge, and any attempt to do so shall be
void. No such benefit shall, prior to receipt by the Director,
be in any manner liable for or subject to the debts, contracts,
liabilities, engagements or torts of the Director.
15. Choice of Law. The laws of the State of Alabama shall
govern the Plan, to the extent not preempted by federal law.
DELCHAMPS, INC.
By: __________________________
Title: _______________________
ATTEST:
________________________
Secretary
[CORPORATE SEAL]
EXHIBIT 5
November 14, 1994
Delchamps, Inc.
305 Delchamps Drive
Mobile, Alabama 36602
Gentlemen:
We have acted as counsel for Delchamps, Inc., an Alabama
corporation (the "Company"), in connection with the Company's
registration statement on Form S-8 (the "Registration Statement")
with respect to the offering by the Company of up to 100,000
shares of the common stock of the Company, $.01 par value per
share (the "Common Stock") to its non-employee directors pursuant
to the terms of the Delchamps, Inc. Director Compensation Plan.
Based upon the foregoing, and upon our examination of such
matters as we deem necessary in order to furnish this opinion, we
are of the opinion that the shares of Common Stock referred to
herein, when issued according to the terms of the Delchamps, Inc.
Director Compensation Plan, will be legally issued, fully paid
and non-assessable.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement.
JONES, WALKER, WAECHTER,
POITEVENT, CARRERE & DENEGRE, L.L.P.
By: /s/Margaret F. Murphy
Margaret F. Murphy
EXHIBIT 23.1
[KPMG Peat Marwick LLP Letterhead]
The Board of Directors
Delchamps, Inc.
We consent to the incorporation by reference in the Registration
Statement regarding Delchamps, Inc.'s 1995 Director Compensation
Plan on Form S-8 of Delchamps, Inc. of our reports dated August
5, 1994, relating to the consolidated balance sheets of
Delchamps, Inc. and subsidiary as of July 2, 1994 and July 3,
1993, the related consolidated statements of earnings,
stockholder's equity and cash flows, and the supplementary
financial statement schedules for each of the years in the three-
year period ended July 2, 1994, which reports appear in the
July 2, 1994 annual report on Form 10-K of Delchamps, Inc.
KPMG Peat Marwick LLP
Atlanta, Georgia
November 10, 1994
