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. 3)
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. 3 (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 and Amendment No. 2 filed on August 25, 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.
The Company announced on September 10, 1997 that the Company and
Parent had executed an agreement on the terms of a proposed consent
decree which will, if approved by the Federal Trade Commission, allow
the Offeror to acquire the Company under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976. The Company also announced that
the noteholder consent condition in the tender offer had been
satisfied.
Reference is made to the press release issued by the Company on
September 10, 1997, a copy of which is filed as Exhibit (a)(11) to
this Schedule 14D-9 and is incorporated herein by reference.
ITEM 9. Material to be Filed as Exhibits.
Exhibit No.
(a)(11) Press release issued by the Company dated September 10,
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: September 11, 1997 DELCHAMPS, INC.
By: /s/ Richard W. LaTrace
------------------------
Richard W. LaTrace
President
Exhibit Index
Exhibit No. Description
(a)(11) Press release issued by the Company dated
September 10, 1997.
FOR IMMEDIATE RELEASE
DELCHAMPS AND JITNEY-JUNGLE
EXECUTE PROPOSED FTC CONSENT AGREEMENT
Mobile, Alabama, September 10, 1997. Delchamps, Inc. (NASDAQ
NMS-DLCH) announced today that it and Jitney-Jungle Stores of America,
Inc. have executed an agreement on the terms of a proposed consent
decree which will, if approved by the Federal Trade Commission, allow
Jitney-Jungle to acquire Delchamps under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976. Delchamps said the consent
agreement is now under consideration by the Commission and its staff.
Jitney-Jungle has asked for a decision prior to the September 12th
expiration of its tender offer for Delchamps common stock, although
Jitney-Jungle cannot predict its timing or outcome.
Yesterday, Jitney-Jungle announced that it had obtained the
consent of holders of its 12% Senior Notes due 2006 to amend the
Senior Notes Indenture in order to permit Jitney's acquisition of
Delchamps and related financing. Therefore, the noteholder consent
condition in the tender offer has been satisfied.
As of the close of business on September 10, 1997, approximately
2,004,766 shares of Delchamps common stock had been tendered and not
withdrawn. In addition, Delchamps has been advised by the Trustee of
its Employee Stock Ownership Plan that as of September 9, 1997, the
Trustee had received instructions from ESOP participants to tender
912,370 shares of Delchamps common stock held in the ESOP. The shares
tendered and the ESOP shares as to which the Trustee has received
instructions to tender represent approximately 40.5% of Delchamps'
outstanding common stock.
As previously announced, Delchamps and Jitney-Jungle have entered
into a merger agreement under which Jitney-Jungle's subsidiary, Delta
Acquisition Corporation, commenced a $30 per share cash tender offer
for all outstanding shares of Delchamps which will expire at 5:00 p.m.
New York City time, on Friday, September 12, 1997, unless extended.
CONTACT: Timothy E. Kullman, Senior Vice President, CFO,
Secretary, Treasurer of Delchamps, 334-433-0431, Ext. 217, or fax,
334-438-4586.
