SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended June 28, 1997
Commission File Number 0-12923
Delchamps, Inc.
_______________________
(Exact name of registrant as
specified in its charter)
Alabama 63-0245434
__________________________ ________________________
(State of other jurisdiction of (I.R.S. Employer
incorporation of organization) Identification Number)
305 Delchamps Drive Mobile, AL 36602
__________________________ _________________________
(Address of Principal executive (Zip Code)
offices)
(334) 433-0431
____________________________
(Registrants telephone number
including area code)
Securities registered pursuant to Section 12(g) of the Act: Common
Stock, $.01 par value.
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
Yes X No ____
X Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein, and will
not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in part III of
this Form 10-K or any amendment to this Form 10-K.
The aggregate market value of the voting stock held by non-affiliates
(affiliates being directors, executive officers and holders of more than
5% of the Company's common stock) of the Registrant at September 12,
1997 was approximately $126,000,000.
The number of shares of Registrant's common stock, par value one cent
($.01) per share, outstanding at September 12, 1997, was 7,200,043.
Delchamps, Inc. (the "Company") hereby amends and supplements the
following items of its Annual Report on Form 10-K for the year ended
June 28, 1997, to read in their entirety as follows:
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports and Form
(a) Documents filed as part of this report:
(3) Exhibits
The exhibits listed below and marked with an asterisk have
been filed previously; unmarked documents are filed herewith
and are listed in the attached Exhibit Index; the other
exhibits are incorporated herein by reference from the
document indicated.
(b) Reports on Form 8-K - There were no reports filed on Form 8-
K during the quarter ended June 28, 1997.
Exhibit No.
2 Agreement and Plan of Merger dated as of July 8, 1997 by
and among the Company, Parent and Sub (Exhibit (2) to the
Company's Form 8-K, dated July 8, 1997).
3(a) Composite of Amended and Restated Articles of Incorporation
of the Company
(Exhibit 3.1 to the Company's Form 10-Q for the quarter
ended September 28, 1996).
3(b) Composite of the Company's By-Laws (Exhibit 3.2 to the
Company's Form 10-Q for the quarter ended September 28,
1996).
4(a) Specimen of Common Stock Certificate (Exhibit 4(a) to the
Company's Form 10-K for fiscal year ended June 30, 1990).
10(a) Membership and Licensing Agreement dated August 1, 1973
between Topco Associates, Inc. and Delchamps, Inc. and
attached copy of Articles of Incorporation and By-Laws of
Topco Associates, Inc. (Exhibit 10(a) to Registration
Statement on Form S-1, No. 2-86926).
10(b) 1987 Restricted Stock Plan, as amended (Exhibit (c)(a) to
the Company's Form 14D-9 dated July 14, 1997).
10(c) Indemnity Agreement dated November 24, 1987 between
Delchamps, Inc. and First Alabama Bank (Exhibit (c)(7) to
the Company's Form 14D-9 dated July 14, 1997).
10(d) Rights Agreement dated October 14, 1988 (Exhibit (1) to the
Company's Form 8-A, dated October 4, 1992).
10(e) First Amendment to Rights Agreement dated October 16, 1992
(Exhibit (1) to the Company's Amendment No. 1 on Form 8,
dated November 4, 1992 to Form 8-A, dated October 4,
1992).
10(f) Second Amendment to Rights Agreement dated July 8, 1997
(Exhibit (4) to the Company's Form 8-A/A dated July 8,
1997).
10(g) Loan agreement dated June 30, 1993 between Delchamps, Inc.
and the Great West Life and Annuity, Mutual of Omaha
Insurance Company, and United of Omaha Insurance Company
(Exhibit 10(g) to the Company's Form 10-K for the year ended
July 3, 1993).
10(h) Loan Agreement dated June 1995 between Delchamps, Inc. and
Hibernia National Bank, as agent for itself and other banks
(Exhibit 99 to the Company's Form 10-K for the year ended
June 29, 1996).
10(j) Agreement for Termination of Employment dated as of
September 19, 1997, between the Company and David W.
Morrow.*
10(k) Form of Agreement between the Company and each officer and
director of the Company relating to stock options.*
10(l) 1993 Stock Incentive Plan (Exhibit 4.3 to the Company's
Form S-8 filed on October 25, 1993 (Registration No. 33-
70772)).
10(m) Directors' Stock Option Plan (Exhibit 10.1 to the
Company's Form 10-Q for the quarter ended September 28,
1996).
10(n) Director Compensation Plan (Exhibit 4.3 to the Company's
Form S-8 filed November 14, 1994 (Registration No. 33-
56447)).
10(o) Form of Director Indemnity Agreement (Exhibit 10 to the
Company's Form 10-Q for the quarter ended September 28,
1996).
10(p) Management Incentive Compensation Plan (Exhibit (c)(8) to
the Company's Schedule 14D-9 dated July 14, 1997).
10(q) Form of Amended and Restated Credit Agreement among
Parent, the Company, certain other subsidiaries of Parent,
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
(Exhibit (b)(5) to Parent's Schedule 14D-1 (Amendment No.
8) dated September 16, 1997).
10(r) Form of Indenture by and among Parent, Sub, certain other
subsidiaries of Parent and the Company, on the one hand,
and Marine Midland Bank, as trustee, on the other hand,
relating to the issuance and sale of $200 million
aggregate principal amount of 10-3/8% Senior Subordinated
Notes due 2007 (Exhibit (b)(4) to Parent's Schedule 14D-1
(Amendment No. 7) dated September 12, 1997).
21 Subsidiary of the Registrant.*
23.1 Consent of Independent Accountant.*
27 Financial Data Schedule.
- ------------------
(*) Filed Previously.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, this Amendment to the Company's Annual Rreport has been signed
below by the following person on behalf of the Registrant, in the
capacity and on the date indicated.
Signature Title Date
/s/ Lewis Loeb Director of Accounting October 27, 1997
- ---------------
Lewis Loeb
EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
27 Financial Data Schedule
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JUN-28-1997
<PERIOD-END> JUN-28-1997
<CASH> 5,670,000
<SECURITIES> 0
<RECEIVABLES> 7,961,000
<ALLOWANCES> 0
<INVENTORY> 89,726,000
<CURRENT-ASSETS> 111,976,000
<PP&E> 308,991,000
<DEPRECIATION> (179,672,000)
<TOTAL-ASSETS> 243,461,000
<CURRENT-LIABILITIES> 82,836,000
<BONDS> 7,142,000
0
0
<COMMON> 71,000
<OTHER-SE> (90,000)
<TOTAL-LIABILITY-AND-EQUITY> 243,461,000
<SALES> 1,102,947,000
<TOTAL-REVENUES> 1,102,947,000
<CGS> 830,878,000
<TOTAL-COSTS> 254,282,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (4,982,000)
<INCOME-PRETAX> 12,805,000
<INCOME-TAX> 4,851,000
<INCOME-CONTINUING> N/A
<DISCONTINUED> N/A
<EXTRAORDINARY> N/A
<CHANGES> N/A
<NET-INCOME> 7,954,000
<EPS-PRIMARY> 1.12
<EPS-DILUTED> N/A
</TABLE>
