<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
SCHEDULE 14D-1
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
---------------------
(AMENDMENT NO. 1)
DELCHAMPS, INC.
(Name of Subject Company)
DELTA ACQUISITION CORPORATION
A WHOLLY OWNED SUBSIDIARY OF
JITNEY-JUNGLE STORES OF AMERICA, INC.
(Bidders)
Common Stock, $.01 par value per share
(Title of Class of Securities)
246615 10 8
(CUSIP Number of Class of Securities)
----------------------
MICHAEL E. JULIAN
PRESIDENT AND CHIEF EXECUTIVE OFFICER
JITNEY-JUNGLE STORES OF AMERICA, INC.
1770 ELLIS AVENUE
SUITE 200
JACKSON, MISSISSIPPI 39204
(601) 965-8600
(Name, Address and Telephone Number of Persons Authorized to
Receive Notices and Communications on Behalf of Bidders)
-----------------------
with a copy to:
DECHERT PRICE & RHOADS
4000 BELL ATLANTIC TOWER
1717 ARCH STREET
PHILADELPHIA, PA 19103
(215) 994-4000
ATTENTION: WILLIAM G. LAWLOR
DAVID E. SCHULMAN
<PAGE>
This Amendment No. 1 to the Schedule 14D-1 relates to a tender offer by
Delta Acquisition Corporation, an Alabama corporation (the "Offeror") and a
wholly owned subsidiary of Jitney-Jungle Stores of America, Inc., a Mississippi
corporation ("Parent"), to purchase all outstanding shares of common stock, par
value $.01 per share, of Delchamps, Inc., an Alabama corporation (the
"Company"), including the associated preferred share purchase rights (the
"Rights") issued pursuant to the Rights Agreement dated as of October 14, 1988,
as amended, between the Company and the First Alabama Bank, as Rights Agent
(collectively, the "Shares"), at a purchase price of $30.00 per Share, net to
the seller in cash, without interest thereon, upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated July 14, 1997 (the "Offer
to Purchase"), and in the related Letter of Transmittal (which, together with
any amendments or supplements thereto, collectively constitute the "Offer")
copies of which were attached as Exhibits (a)(1) and (a)(2), respectively, to
the Schedule 14D-1 filed with the Securities and Exchange Commission on July 14,
1997. The purpose of this Amendment No. 1 is to amend and supplement Items 10
and 11 of the Schedule 14D-1 as described below.
ITEM 10. Additional Information.
(f) Parent announced on July 30, 1997, that the Offeror had extended the
Expiration Date of the Offer until 5:00 p.m., New York City time, on
Monday, August 25, 1997.
Reference is made to the press release issued by Parent on July 30, 1997,
a copy of which is filed as Exhibit (a)(10) to the Schedule 14D-1 and is
incorporated herein by reference.
ITEM 11. Material to be Filed as Exhibits.
(a)(10) Press Release issued by Parent on July 30, 1997.
<PAGE>
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify the
information set forth in this Amendment No. 1 is true, complete and correct.
Jitney-Jungle Stores of America, Inc.
By:
-------------------------------
Name: Michael E. Julian
Title: President and Chief Executive Officer
Delta Acquisition Corporation
By:
---------------------------------
Name: Michael E. Julian
Title: President
Dated: July 30, 1997
<PAGE>
EXHIBIT 99(A)(10)
FOR IMMEDIATE RELEASE
JITNEY-JUNGLE EXTENDS OFFER FOR DELCHAMPS
Jackson, Mississippi, July 30, 1997. Jitney-Jungle
Stores of America, Inc. announced today that the expiration
date of the $30 per share cash tender offer by
Jitney-Jungle's subsidiary, Delta Acquisition Corporation,
for all outstanding shares of Delchamps, Inc. (NASDAQ NMS:
DLCH), which was originally scheduled to expire at 12:00
midnight, New York City time, on August 8, 1997, has been
extended until 5:00 p.m., New York City time, on August 25,
1997.
Jitney-Jungle said it received a request for additional
information from the Federal Trade Commission under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976. The
waiting period required by the Hart-Scott-Rodino Act with
respect to the tender offer will expire at 11:59 p.m., New
York City time, on the tenth calendar day after the date of
substantial compliance by Jitney-Jungle with the request it
received, unless the waiting period is terminated earlier by
the FTC. The tender offer will not be consummated until,
among other things, the expiration or termination of the
Hart-Scott waiting period or any other period during which
Jitney-Jungle may agree with antitrust authorities not to
purchase Delchamps shares.
Jitney-Jungle said that it is proceeding as
expeditiously as possible to comply with the FTC's request
for additional information. However, it is possible a
further extension of the offer may be required in connection
with the FTC's request.
The offer is also subject to other terms and
conditions, including provisions obliging or permitting
Jitney-Jungle to extend the offer under certain
circumstances, as disclosed in the offer to purchase.
As of the close of business on July 29, 1997,
approximately 157,572 shares of common stock of Delchamps
had been tendered and not withdrawn.
# # #
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
