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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. 4)
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. 4 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, and Amendment No. 3 dated August 25,
1997 (collectively, the "Schedule 14D-1"). The purpose of this Amendment No. 4
is to amend and supplement Items 10 and 11 of the Schedule 14D-1 as described
below.
ITEM 10. Additional Information.
(f) Reference is made to the press release issued by Parent on August 29,
1997, a copy of which is filed as Exhibit (a)(12) to the Schedule 14D-1 and is
incorporated herein by reference.
ITEM 11. Material to be Filed as Exhibits.
(a)(12) Press Release issued by Parent on August 29, 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. 4 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 29, 1997
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Exhibit 99(a)(12)
FOR IMMEDIATE RELEASE
JITNEY-JUNGLE ENTERS INTO STORE DIVESTITURE
AGREEMENT WITH SUPERVALU HOLDINGS, INC.
Jackson, Mississippi, August 29, 1997. Jitney-Jungle Stores of
America, Inc. announced today that it entered into a definitive agreement with
Supervalu Holdings, Inc. to sell ten supermarkets to Supervalu.
As previously announced, Jitney-Jungle received a request for
additional information with respect to the tender offer by Jitney-Jungle's
subsidiary, Delta Acquisition Corporation, for all outstanding shares of
Delchamps, Inc. (NASDAQ NMS: DLCH) from the Federal Trade Commission under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976. Jitney-Jungle said
the definitive agreement with Supervalu was entered into in connection with
ongoing discussions between it and the staff of the FTC 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.
Under the terms of the definitive agreement with Supervalu, the sale
is subject, among other conditions, to issuance of a final consent order by
the FTC approving the sale of the supermarkets to Supervalu under the
agreement.
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 ongoing discussions with the FTC, we believe our agreement
with Supervalu is a constructive step which enhances the parties' ability to
focus on achieving a comprehensive solution to the issues raised by the FTC."
The tender offer for Delchamps, which is scheduled to expire at 5:00
p.m., New York City time, on September 12, 1997, 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 tender 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
