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. 1)
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. 1 (this "Amendment") amends and
supplements the Solicitation/Recommendation Statement on
Schedule 14D-9 (the "Schedule 14D-9") filed on July 14, 1997 by
Delchamps, Inc., an Alabama corporation (the "Company"),
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 Schedule 14D-9 set forth below are hereby
amended and supplemented by adding the following:
ITEM 2. Tender Offer of the Bidder.
Parent announced on July 30, 1997 that Offeror had
extended the Expiration Date of the Offer until 5:00 p.m., New
York City time, on Monday, August 25, 1997.
Reference is made to the press release issued by the
Company on July 30, 1997, a copy of which is filed as Exhibit
(a)(7) to this Schedule 14D-9 and is incorporated herein by
reference.
ITEM 8. Additional Information to be Furnished.
Other Information
On July 31, 1997, the Company issued a press release
relating to fourth quarter and fiscal year end results and the
declaration of the regular quarterly dividend, a copy of which
is filed as Exhibit (a)(8) to this Schedule 14D-9 and is
incorporated herein by reference.
ITEM 9. Material to be Filed as Exhibits.
Exhibit No.
(a)(7) Press release issued by the Company dated July 30, 1997.
(a)(8) Press release issued by the Company dated July 31, 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: August 1, 1997 DELCHAMPS, INC.
By: /s/ Timothy E. Kullman
______________________________
Timothy E. Kullman
Senior Vice President and
Chief Financial Officer
Exhibit Index
Exhibit No. Description
(a)(7) Press release issued by the Company dated July 30, 1997.
(a)(8) Press release issued by the Company dated July 31, 1997.
EXHIBIT 99(a)(7)
DELCHAMPS AND JITNEY-JUNGLE RECEIVE
SECOND REQUEST UNDER HART-SCOTT-RODINO ACT AND
JITNEY-JUNGLE EXTENDS OFFER TO AUGUST 25
Mobile, AL, July 30, 1997 . . . Delchamps, Inc. (Nasdaq:
DLCH) announced today that it and Jitney-Jungle Stores of
America, Inc. have received requests for additional information
from the Federal Trade Commission under the Hart-Scott-Rodino
Antitrust Improvement Act of 1976. The requests relate to the
$30.00 per share cash tender offer by Jitney-Jungle's
subsidiary, Delta Acquisition Corporation, for all outstanding
shares of common stock of Delchamps, Inc. The tender offer was
originally scheduled to expire on August 8, 1997, but was
subject to extension for a number of reasons, including
completion of the FTC's review under the HSR Act. As a result
of the FTC's request for additional information, Jitney-Jungle
has extended the expiration date of the offer until 5 p.m. New
York time on August 25, 1997.
David Morrow, Chairman of the Board and Chief Executive
Officer of Delchamps, Inc. said that such requests are common
in acquisitions among retail companies with overlappping
operations in certain markets. The waiting period under the
HSR Act will now expire at the end of the tenth calendar day
following substantial compliance by Jitney-Jungle with its
request for additional information, unless terminated earlier
by the FTC.
As of the close of business on July 29, 1997, 157,572
shares of Delchamps common stock had been tendered and not
withdrawn.
Delchamps currently operates 118 supermarkets in
Louisiana, Mississippi, Alabama and Florida and ten liquor
stores in Florida. The Company employs approximately 8,000
associates.
SOURCE: Delchamps, Inc.:
CONTACT: Timothy E. Kullman, Sr. VP, Chief Financial Officer,
Treasurer and Secretary of Delchamps, Inc., (334) 433-0437,
ext. 217 or fax, (334) 438-4586 (DLCH)
EXHIBIT 99(a)(8)
=================================================================
FOR RELEASE: JULY 31, 1997
=================================================================
Delchamps
FOR MORE INFORMATION:
Timothy E. Kullman-Sr. VP Chief
Fin. Officer
Treasurer and Secretary
DELCHAMPS, INC. - Mobile, AL
(334) 433-0431 ext. 217
(334) 438-4586 FAX
DELCHAMPS REPORTS FOURTH QUARTER AND YEAR END RESULTS;
DECLARES REGULAR QUARTERLY DIVIDEND
MOBILE, AL, July 31, 1997 - Delchamps, Inc. (NASDAQ - NMS -
DLCH) reported today net earnings of $4,854,000 for the
thirteen-week period ended June 28, 1997, compared to net
earnings of $2,653,000 for last year's corresponding thirteen-
week period. The Company's earnings per share were $.68 for
the current quarter compared to earnings per share of $.37 for
last year's corresponding quarter.
Sales for the thirteen-week period ended June 28, 1997 were
$266,893,000, a decrease of 6.2% from last year's sales of
$284,662,000. Same store sales decreased 7.2%.
For the 52-week fiscal year ended June 28, 1997, net earnings
were $7,954,000 or $1.12 per share. The fiscal year results
include a $4,300,000 pretax loss from the settlement of a
lawsuit and a $2,080,000 pretax gain from the sale of real
property. Excluding the effects of the settlement and sale of
real property, net earnings for the fiscal year were
approximately $9,319,000 or $1.31 per share. Net earnings for
last year's corresponding 52-week fiscal year were $3,852,000
or $.54 per share.
Sales of the 52-week fiscal year ended June 28, 1997 were
$1,102,947,000, a decrease of 2.1% from last year's sales of
$1,126,629,000. Same store sales decreased 3.5%.
David Morrow, Chairman of the Board and CEO, stated "Although
sales were 2.1% less than the previous year, earnings per share
more than doubled to $1.12 from last year's $.54. This
significant improvement can only be attributed to the hard work
and dedication of our more than 8,000 associates and the
support of our fine customers."
The Board of Directors declared a regular quarterly dividend of
$.11 per share, payable August 27, 1997 to shareholders of
record on August 13, 1997.
During the quarter ended June 28, 1997, the Company remodeled
two supermarkets. For the 52-week fiscal year ended June 28,
1997, the Company opened two supermarkets, remodeled five
supermarkets, and closed one supermarket. As of June 28, 1997,
the Company operated 118 supermarkets in Alabama, Florida,
Mississippi, and Louisiana and ten liquor stores in Florida.
The Company employs approximately 8,000 people.
<TABLE>
DELCHAMPS, INC. AND SUBSIDIARY
Condensed Statements of Earnings - (In thousands except per share
amounts)
<CAPTION>
Thirteen Weeks Ended Fifty-two Weeks Ended
-------------------------------------- ----------------------------------------
6/28/97 6/29/96 6/28/97 6/29/96
------------------- ----------------- ------------------ --------------------
Amount % Sales Amount % Sales Amount % Sales Amount % Sales
-------- --------- ------- -------- --------- -------- --------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Sales $ 266,893 100.00 284,662 100.00 1,102,947 100.00 1,126,629 100.00
Cost of sales 194,490 72.87 216,626 76.10 830,879 75.33 863,760 76.67
-------- --------- ------- -------- --------- -------- --------- --------
Gross profit 72,403 27.13 68,036 23.90 272,068 24.67 262,869 23.33
Selling, general and
administrative expenses 63,691 23.87 62,306 21.89 254,281 23.06 249,750 22.17
-------- --------- ------- -------- --------- -------- --------- --------
Operating income 8,712 3.26 5,730 2.01 17,787 1.61 13,119 1.16
Interest expense, net 999 .37 1,492 .52 4,982 .45 6,820 .61
-------- --------- ------- -------- --------- -------- --------- --------
Earnings before income 7,713 2.89 4,238 1.49 12,805 1.16 6,299 .55
tax
Income tax expense 2,859 1.07 1,585 .56 4,851 .44 2,447 .21
-------- --------- ------- -------- --------- -------- --------- --------
Net earnings $ 4,854 1.82 2,653 .93 7,954 .72 3,852 .34
======== ========= ======= ======== ========= ======== ========= ========
Net earnings per $ .68 .37 1.12 .54
common share ======== ======= ========= =========
Weighted average number
of common shares 7,121 7,112 7,116 7,110
======== ======= ========= =========
Dividends declared per
common share $ .11 .11 .44 .44
======== ======= ========= =========
</TABLE>
