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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. 3)
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. 3 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
and Amendment No. 2 dated August 4, 1997 (collectively, the "Schedule 14D-1").
The purpose of this Amendment No. 3 is to amend and supplement Items 5, 10, and
11 of the Schedule 14D-1 as described below.
ITEM 5. Purpose of the Tender Offer and Plans or Proposals of the Bidder.
(a) Under the ABCA, a "short-form" merger between the Company and the
Offeror (that is, a merger effected without the approval of the public
shareholders of the Company if the Offeror acquires at least 80% of the
outstanding Shares pursuant to the Offer) can only be effected by merging the
Company with and into the Offeror, with the Offeror continuing as the surviving
corporation. After completing further due diligence with respect to the
Company, Parent currently intends that the Company should survive any
second-step merger effected after consummation of the Offer and that,
accordingly, a "short-form" merger between the Company and the Offeror should
not be consummated. As a result, in lieu of a "short-form" merger, Parent
currently intends, following the purchase of Shares pursuant to the Offer, to
cause the Offeror to effect a "long-form" merger with and into the Company, with
the Company continuing as the surviving corporation. Generally, a "long form"
merger takes a longer time to complete than a "short form" merger as a result of
the shareholder meeting process and the Commission proxy/information statement
rules.
(e) As part of the ongoing evaluation by Parent and the Offeror of the
business and operations of the Company, Parent has determined to close after the
consummation of the Offer thirteen supermarkets of the Company. In addition,
Parent expects to close the Hammond, Louisiana warehouse owned by the Company
and to utilize Parent's Jackson, Mississippi facility as the central
distribution center of Parent and the Company. Parent also expects to
consolidate the corporate headquarters of the combined operations of Parent and
the Company into the existing corporate headquarters of Parent, with a
divisional office to be opened in Mobile, Alabama. See also Parent's press
release filed herewith as exhibit (a)(11) .
ITEM 10. Additional Information.
(f) On August 25, 1997, the Company filed a Form 8-K which included
comprehensive financial information for the fiscal year (52 weeks) ended June
28, 1997 (the "Company 8-K"). Set forth below are certain summary consolidated
financial data with respect to the Company excerpted or derived from financial
information contained in the Company 8-K and the Company 1996 10-K. More
comprehensive financial information is included in such reports filed by the
Company with the Commission, and the following summary is qualified in its
entirety by reference to such reports and all the financial information
(including any related notes) contained therein.
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DELCHAMPS, INC.
Selected Consolidated Financial Information
(in thousands of dollars, except per share data)
(52 weeks)
Year Ended
-----------------------------------------------------
June 28 June 29 July 1
1997 1996 1995
---------- ---------- ----------
Statement of Earnings Data:
Sales $1,102,947 $1,126,629 $1,054,088
Operating income (loss) 17,787 13,119 (34,991)
Net earnings(loss) 7,954 3,852 (25,666)
Common Stock Data:
Net earnings(loss) per common
share $ 1.12 $ 0.54 $ (3.61)
Balance Sheet Data:
Working capital $ 29,140 $ 22,067 $ 22,920
Total assets 243,461 255,183 269,412
Long-term debt and
obligations under
capital leases,
excluding current
installments 16,698 21,237 25,745
Restructure
obligation, excluding current
portion 13,453 15,668 19,219
Stockholders'equity 118,019 112,925 110,042
In addition, Item 10(f) is hereby amended and supplemented by the following:
The first sentence of Section 2 of the Offer to Purchase ("Acceptance for
Payment and Payment for Shares") is hereby amended and restated in its entirety
to read as follows:
"Upon the terms and subject to the conditions of the Offer (including, if
the Offer is extended or amended, the terms and conditions of any such extension
or amendment), the Offeror will accept for payment and will pay for all Shares
validly tendered prior to the Expiration Date and not theretofore withdrawn in
accordance with Section 4 promptly after the later to occur of (i) the
Expiration Date and (ii) the satisfaction or waiver of the conditions set forth
in Section 15 related to regulatory matters."
The last paragraph of Section 8 of the Offer to Purchase ("Certain
Information Concerning the Company") is hereby amended and restated in its
entirety to read as follows:
"The Forecasts were not prepared with a view to public disclosure or
compliance with the published guidelines of the Commission or the guidelines
established by the American Institute of Certified Public Accountants regarding
projections or forecasts, were not reviewed by the Company's independent
auditors and
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are included herein only because such information was provided to Parent. These
forward-looking statements are subject to certain risks and uncertainties that
could cause actual results to differ materially from the Forecasts. The
Forecasts reflect numerous assumptions, all made by management of the Company,
with respect to industry performance, general business, economic, market and
financial conditions and other matters, including assumed interest expense and
effective tax rates consistent with historical levels for the Company, all of
which are impossible to predict with any degree of accuracy, many of which are
beyond the Company's control and none of which were subject to approval by
Parent or the Offeror. Accordingly, there can be no assurance that the
assumptions made in preparing the Forecasts will prove accurate, and actual
results may be materially greater or less than those contained in the Forecasts.
The inclusion of the Forecasts herein should not be regarded as an indication
that any of Parent, the Offeror, the Company or their respective financial
advisors considered or consider the Forecasts to be a reliable prediction of
future events, and the Forecasts should not be relied upon as such. None of
Parent, the Offeror, nor their financial advisor, nor the Company's financial
advisor assumes any responsibility for the validity, reasonableness, accuracy or
completeness of the Forecasts. The Forecasts were not prepared with a view to
reliance by the Company's shareholders in making a decision in connection with
the Offer or in making any other investment decision. Therefore, the Company has
cautioned that its shareholders not rely upon the Forecasts in any manner,
including in connection with making a decision in connection with the Offer.
None of Parent, the Offeror, the Company and any of their financial advisors has
made, or makes, any representation to any person regarding the information
contained in the Forecasts and none of them intends to update or otherwise
publicly revise the Forecasts to reflect circumstances existing after the date
when made or to reflect the occurrence of future events even in the event that
any or all of the assumptions underlying the Forecasts are shown to be in error,
or experience or future changes made it clear that such Forecasts will not be
realized."
The introductory clause of subparagraph (c) of Section 15 of the Offer to
Purchase ("Certain Conditions to the Offeror's Obligations") is hereby amended
and restated in its entirety to read as follows:
"at any time on or after the date of the Merger Agreement and before the
Expiration Date (or, in the case of conditions related to regulatory matters,
before the acceptance of such Shares for payment or the payment thereof), any of
the following events shall have occurred and be continuing:"
On August 22, 1997, Parent issued a press release which announced, among
other things, that the Offeror had extended the Expiration Date of the Offer
until 5:00 p.m., New York City time, on Friday, September 12, 1997. The Offer
had previously been scheduled to expire at 5:00 p.m., New York City time, on
Monday, August 25, 1997. A copy of the press release is filed herewith as
exhibit (a)(11) and is incorporated by reference herein.
ITEM 11. Material to be Filed as Exhibits.
(a)(11) Press Release issued by Parent on August 22, 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. 3 is true, complete and correct.
Jitney-Jungle Stores of America, Inc.
By: /s/ Michael E. Julian
---------------------
Name: Michael E. Julian
Title: President and Chief Executive Officer
Delta Acquisition Corporation
By: /s/ Michael E. Julian
---------------------
Name: Michael E. Julian
Title: President
Dated: August 25, 1997
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Exhibit 99(A)(11)
FOR IMMEDIATE RELEASE
JITNEY-JUNGLE EXTENDS EXPIRATION DATE OF OFFER
FOR DELCHAMPS UNTIL SEPTEMBER 12
Jackson, Mississippi, August 22, 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
scheduled to expire at 5:00 p.m., New York City time, on August 25, 1997, has
been extended until 5:00 p.m., New York City time, on September 12, 1997.
As previously announced, Jitney-Jungle received a request for additional
information with respect to the tender offer from the Federal Trade
Commission under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.
Jitney-Jungle said the extension of the tender offer it was announcing today
was in response to ongoing discussions among it, the staff of the FTC and a
potential buyer regarding a possible divestiture plan for certain
supermarkets in order to address FTC concerns about the proposed combination
with respect to certain markets in which Jitney-Jungle and Delchamps have
stores. To facilitate these settlement discussions, Jitney-Jungle has
committed to the FTC staff that without the FTC's prior approval,
Jitney-Jungle will not consummate the tender offer before the later of
September 30, 1997 or 14 business days after Jitney-Jungle has substantially
complied with the FTC's second request, with the understanding that the FTC
staff will use its best efforts to reach a settlement, and recommend to the
full FTC that it act on any settlement proposal and permit Jitney-Jungle to
consummate the tender offer, by September 12, 1997.
Michael E. Julian, President and Chief Executive Officer of
Jitney-Jungle said: "Although we can't, of course, predict the timing or
outcome of our discussions with the FTC, our discussions to date with the FTC
staff have been constructive and this understanding as to the timing of our
offer enhances the parties' ability to focus on achieving a comprehensive
solution as soon as possible."
The tender offer will not be consummated until 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. 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.
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.
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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
