UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-9
Solicitation/Recommendation Statement
Pursuant to Section 14(d)(4)
of the Securities Exchange Act of 1934
(AMENDMENT NO. 2)
DELCHAMPS, INC.
(Name of Subject Company)
DELCHAMPS, INC.
(Name of Person(s) Filing Statement)
Common Stock, $.01 par value
and associated Preferred Share Purchase Rights
(Title of Class of Securities)
246615 10 8
(CUSIP Number of Class of Securities)
Timothy E. Kullman
Senior Vice President and Chief Financial Officer
DELCHAMPS, INC.
305 Delchamps Drive
Mobile, Alabama 36602
(334) 433-0431
(Name, address and telephone number of person authorized to receive
notice and communications on behalf of the person(s) filing statement)
WITH A COPY TO:
L. R. McMillan, II
JONES, WALKER, WAECHTER,
POITEVENT, CARRERE & DENEGRE, L.L.P.
201 St. Charles Avenue
New Orleans, Louisiana 70170-5100
(504) 582-8000
This Amendment No. 2 (this "Amendment") amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 filed on July 14, 1997
by Delchamps, Inc., an Alabama corporation (the "Company"), as amended by
Amendment No. 1 filed on August 1, 1997 by the Company (as amended, the
"Schedule 14D-9"), relating to a tender offer commenced on June 14, 1997 by
Delta Acquisition Corporation ("Offeror"), a wholly owned subsidiary of Jitney-
Jungle Stores of America, Inc. ("Parent").
All capitalized terms used but not otherwise defined herein have the
meanings attributed to them in the Schedule 14D-9.
The items in the Schedule 14D-9 set forth below are hereby amended and
supplemented by adding the following:
ITEM 2. Tender Offer of the Bidder.
Parent announced on August 22, 1997 that Offeror had extended the
Expiration Date of the Offer until 5:00 p.m., New York City time, on Friday,
September 12, 1997.
Reference is made to the press release issued by the Company on August 22,
1997, a copy of which is filed as Exhibit (a)(9) to this Schedule 14D-9 and is
incorporated herein by reference.
ITEM 8. Additional Information to be Furnished.
Other Information
On August 25, 1997, the Company filed a Current Report on Form 8-K with the
Securities and Exchange Commission setting forth the Company's audited
consolidated financial statements as of and for the fiscal year ended June 28,
1997 and the related Management's Discussion and Analysis of Financial Condition
and Results of Operations.
ITEM 9. Material to be Filed as Exhibits.
Exhibit No.
(a)(9) Press release issued by the Company dated August 22, 1997.
(a)(10) Audited consolidated financial statements of the Company as of and for
the fiscal year ended June 28, 1997 and the related Management's
Discussion and Analysis of Financial Condition and Results of
Operations (incorporated by reference to the Company's Current Report
on Form 8-K dated August 25, 1997).
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: August 26, 1997 DELCHAMPS, INC.
By: /s/ Timothy E. Kullman
----------------------
Timothy E. Kullman
Senior Vice President and
Chief Financial Officer
Exhibit Index
Exhibit No. Description
(a)(9) Press release issued by the Company dated August 22, 1997.
(a)(10) Audited consolidated financial statements of the Company as
of and for the fiscal year ended June 28, 1997 and the
related Management's Discussion and Analysis of Financial
Condition and Results of Operations (incorporated by
reference to the Company's Current Report on Form 8-K dated
August 25, 1997).
JITNEY-JUNGLE EXTENDS EXPIRATION DATE OF OFFER
FOR DELCHAMPS UNTIL SEPTEMBER 12
MOBILE, Ala., August 22 -- Delchamps, Inc. (Nasdaq-NNM: DLCH) announced
today that Jitney-Jungle Stores of America, Inc. has extended 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. to 5:00
p.m. New York City time on September 12, 1997.
David Morrow, Chairman of the Board and Chief Executive Officer of
Delchamps, Inc. said that Jitney's extension of the tender offer was in response
to ongoing discussions among Jitney, the staff of the Federal Trade Commission
and a potential buyer regarding a possible divestiture plan for certain
supermarkets. The divestiture plan would be designed to address FTC concerns
about the effect of the acquisition in certain markets in which both Jitney-
Jungle and Delchamps have stores. Morrow explained that in order to facilitate
these discussions, Jitney had committed to the FTC staff that without the FTC's
prior approval, Jitney will not consummate the tender offer before the later of
September 30, 1997 or 14 business days after Jitney has substantially complied
with the FTC's second request, with the understanding that the FTC staff will
use its best efforts to reach an agreement on a divestiture plan, and recommend
to the full FTC that it act on the plan and permit Jitney to consummate the
tender offer, by no later than September 12, 1997.
Mr. Morrow stated, "Jitney-Jungle has had constructive discussions with the
FTC, and we are pleased that they plan to work towards a September 12 closing.
The Company's board of directors and management continue to believe that the
proposed acquisition by Jitney is in the best interests of the Company and its
shareholders and recommend that Delchamps' shareholders tender their shares as
soon as possible."
As of the close of business on August 22, 1997, approximately 1,187,858
shares of common stock of Delchamps had been tendered and not withdrawn.
Delchamps currently operates 118 supermarkets in Louisiana, Mississippi,
Alabama and Florida and ten liquor stores in Florida. The Company employs
approximately 8,000 associates.
CONTACT: Timothy E. Kullman, Sr. VP Chief Finc. Officer, Treasurer and
Secretary of Delchamps, 334-433-0431, ext. 217, or fax, 334-438-4586.
