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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. 5)
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
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This Amendment No. 5 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 (the "Commission") on July 14, 1997 as
amended by Amendment No. 1 dated July 30, 1997, Amendment No. 2 dated August
4, 1997, Amendment No. 3 dated August 25, 1997, and Amendment No. 4 dated
August 29, 1997 (collectively, the "Schedule 14D-1"). The purpose of this
Amendment No. 5 is to amend and supplement Items 10 and 11 of the Schedule
14D-1 as described below.
ITEM 10. Additional Information.
(f) The Noteholder Consent Condition has been satisfied. Reference is
made to the press release issued by Parent on September 9, 1997, a copy of
which is filed as Exhibit (a)(13) to the Schedule 14D-1 and is incorporated
herein by reference.
ITEM 11. Material to be Filed as Exhibits.
(a)(13) Press Release issued by Parent on September 9, 1997.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify the
information set forth in this Amendment No. 5 is true, complete and correct.
Jitney-Jungle Stores of America, Inc.
By: /s/ Michael E. Julian
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Name: Michael E. Julian
Title: President and Chief Executive Officer
Delta Acquisition Corporation
By: /s/ Michael E. Julian
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Name: Michael E. Julian
Title: President
Dated: September 9, 1997
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Exhibit 99(a)(13)
FOR IMMEDIATE RELEASE
JITNEY-JUNGLE OBTAINS NOTEHOLDER CONSENT TO ITS
TENDER OFFER FOR DELCHAMPS SHARES
Jackson, Mississippi, September 9, 1997. Jitney-Jungle Stores of America,
Inc. announced today that it has obtained the consent of holders of its 12%
Senior Notes due 2006 to amend the Senior Notes Indenture in order to permit
Jitney-Jungle's proposed acquisition of Delchamps, Inc. (NASDAQ NMS:DLCH) and,
among other things, related financing. As previously announced, the $30 per
share cash tender offer by Jitney-Jungle's subsidiary, Delta Acquisition
Corporation, for all outstanding shares of Delchamps will expire at 5:00 p.m.,
New York City time, on September 12, 1997, unless extended. The Jitney-Jungle
noteholder consent condition in the tender offer has therefore been satisfied.
The offer is also subject to other terms and conditions, including
provisions permitting Jitney-Jungle to extend the offer under certain
circumstances, as disclosed in the offer to purchase.
# # #
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
