SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
DATE OF REPORT (Date of earliest event reported) September 12,
1997
DELCHAMPS, INC.
(Exact name of registrant as specified in its charter.)
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| ALABAMA | 0-12923 | 63-0245434 |
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| (State or other | (Commission File | (IRS Employer |
| jurisdiction of | Number) | Identification |
| incorporation) | | Number) |
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305 DELCHAMPS DR., MOBILE, AL 36602
(Address of Principal Executive Offices - Zip Code)
Registrant's telephone number, including area code (334)433-0431
N/A
(Former name or former address, if changed since last report.)
Item 1. Changes in Control of Registrant.
On September 12, 1997, Jitney-Jungle Stores of America,
Inc., a Mississippi corporation ("Parent"), announced that its
wholly-owned subsidiary, Delta Acquisition Corporation, an
Alabama corporation ("Sub"), had accepted for payment all
outstanding shares of common stock (the "Shares") of Delchamps,
Inc., an Alabama corporation (the "Company"), validly tendered
pursuant to its tender offer (the "Offer") for the Company's
Shares, which expired as scheduled on September 12, 1997 at 5:00
p.m. New York City time. An aggregate of 5,317,510 Shares were
validly tendered pursuant to the Offer, which constitutes
approximately 73.9% of the Company's outstanding Shares. Sub has
paid approximately $159.6 million in cash for the Shares. The
Offer was commenced pursuant to an Agreement and Plan of Merger
dated as of July 8, 1997 by and among Parent, Sub and the Company
(the "Merger Agreement").
Sub's source of funds to acquire the Shares is Parent and
Parent's source of funds to acquire the Shares is proceeds from
(i) a $150 million senior credit facility with Fleet Capital
Corporation and certain other lenders, which facility has been
guaranteed on a full, unconditional, joint and several general
basis by all of Parent's subsidiaries, including the Company, and
is secured with a first priority lien on all of Parent's and its
subsidiaries' (including the Company's) existing and after-
acquired tangible and intangible assets, and (ii) the sale of
$200 million in principal amount of Parent's 10-3/8% Senior
Subordinated Notes due 2007, which notes have been guaranteed on
a senior subordinated basis by all of Parent's subsidiaries,
including the Company.
The Merger Agreement provides that, following consummation
of the Offer and subject to certain conditions (including
approval by the shareholders of the Company), Sub will be merged
with and into the Company in accordance with the relevant
provisions of the Alabama Business Corporation Act, as amended
(the "ABCA"). Because the approval of the holders of at least
66-2/3% of all outstanding Shares is sufficient to approve the
Merger Agreement, Sub can cause the merger to occur without the
affirmative vote of any other holder of Shares. Parent and Sub
have agreed pursuant to the Merger Agreement to vote all their
Shares in favor of the approval of the Merger Agreement and to
use their commercially reasonable best efforts to consummate the
Merger, subject to the conditions in the Merger Agreement. Upon
consummation of the Merger, each outstanding Share (other than
Shares acquired by Sub in the Offer and Shares as to which
dissenters' rights are perfected) will be converted into the
right to receive $30.00 in cash.
Pursuant to the Merger Agreement, upon payment by Sub for
the Shares tendered pursuant to the Offer, Messrs. David W.
Morrow, Richard W. LaTrace, Timothy E. Kullman, James M. Cain,
John A. Caddell and J. Thomas Arendall, Jr. resigned as directors
of the Company, and the vacancies created by such resignations
were filled by the following persons designated by Sub: Messrs.
Bruce C. Bruckmann, Roger E. Friou, W.H. Holman, Jr., Michael E.
Julian, Harold O. Rosser, II and Steven C. Sherrill. Messrs.
E.E. Bishop, William W. Crawford and Carl F. Bailey continue to
serve as Independent Directors of the Company, as such term is
defined in the Merger Agreement.
Item 5. Other Events.
Mr. David W. Morrow's employment as Chairman of the
Company's Board of Directors and Chief Executive Officer of the
Company has been terminated effective September 19, 1997.
Mr. Michael E. Julian was appointed Chairman of the Company's
Board of Directors and Chief Executive Officer of the Company
effective that same date.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.
DELCHAMPS, INC.
By: /s/ Timothy E. Kullman
Timothy E. Kullman
Senior Vice President, Chief Financial
Officer, Treasurer and Secretary
Date: September 26, 1997
