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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 12 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report
(Date of earliest event reported): November 8, 1996
Kash n' Karry Food Stores, Inc.
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-25260 95-4161591
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(State or Other Juris- (Commission File (IRS Employer
diction of Incorporation) Number) Identification No.)
6422 Harney Road, Tampa, Florida 33610
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (813)621-0200
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events.
On October 31, 1996, Kash n' Karry Food Stores, Inc., a
Delaware corporation (the "Company"), entered into an Agreement
and Plan of Merger (the "Merger Agreement"), by and among Food
Lion, Inc., a North Carolina corporation ("Parent"), KK
Acquisition Corp., a Delaware corporation ("Sub") and an indirect
wholly-owned subsidiary of Parent, and the Company. The Merger
Agreement was previously reported on the Company's Current Report
on Form 8-K dated October 31, 1996.
On November 8, 1996, Parent announced that it would
commence, within five business days, an all-cash tender offer for
all of the issued and outstanding common shares of the Company at
the price of $26.00 per share. This announcement was made
pursuant to the Merger Agreement.
Additional information with respect to the transaction is
included in the press release issued November 8, 1996 attached
hereto as Exhibit 99.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
(a) Not Applicable.
(b) Not Applicable.
(c) Exhibit No. Description
(2) Agreement and Plan of Merger, dated as of
October 31, 1996, by and among Food Lion, Inc., KK
Acquisition Corp. and Kash n' Karry Food Stores,
Inc. (previously filed as Exhibit (2) to the
Company's Current Report on Form 8-K dated October
31, 1996, which exhibit is hereby incorporated by
reference herein).
(99) Food Lion, Inc. and Kash n' Karry Food Stores,
Inc. Press Release, dated November 8, 1996 (filed
herewith).
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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 hereunto duly authorized.
KASH N' KARRY FOOD STORES, INC.
Date: November 11, 1996 By: /s/ Ronald E. Johnson
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Name: Ronald E. Johnson
Title: Chairman of the Board,
President and Chief
Executive Officer
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KASH N' KARRY FOOD STORES, INC.
EXHIBIT INDEX TO CURRENT REPORT ON FORM 8-K
Exhibit
(2) Agreement and Plan of Merger, dated as of October 31, 1996,
by and among Food Lion, Inc., KK Acquisition Corp. and Kash
n' Karry Food Stores, Inc. (previously filed as Exhibit (2)
to the Company's Current Report on Form 8-K dated October
31, 1996, which exhibit is hereby incorporated by reference
herein).
(99) Food Lion, Inc. and Kash n' Karry Food Stores, Inc. Press
Release, dated November 8, 1996 (filed herewith).
FOOD LION NEWS
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P.O. Box 1330 -- Salisbury, NC 28145-1330 -- (704) 633-8250
November 8, 1996 Contact: Chris Ahearn
(704) 633-8250, Ext. 2892
For Immediate Release
FOOD LION, INC. TO COMMENCE ALL-CASH, $26.00 PER SHARE, TENDER
OFFER AS FIRST STEP IN KASH N' KARRY FOOD STORES, INC. MERGER
SALISBURY, NC and TAMPA, FL -- Food Lion, Inc. (Nasdaq-NNM:
FDLNA, FDLNB) of Salisbury, North Carolina, and Kash n' Karry
Food Stores, Inc. (Nasdaq-NNM: KASH) of Tampa, Florida, announced
today that Food Lion will commence, within five business days, an
all-cash tender offer for all of the issued and outstanding
common shares of Kash n' Karry at the price of $26.00 per share.
This announcement comes pursuant to the previously announced
definitive merger agreement between the two companies.
Food Lion and Kash n' Karry said that the decision to effect the
transaction by means of a first-step tender offer reflected their
shared objective of allowing the shareholders, customers and
employees of both companies to realize the benefits of the
transaction at the earliest possible date. It is contemplated
that the merger will be effected without the necessity of a Kash
n' Karry stockholder vote if more than 90% of Kash n' Karry's
outstanding shares are acquired in the tender offer.
As announced on October 31, 1996, Kash n' Karry's Board of
Directors has unanimously approved the transaction and
recommended approval and adoption of the merger by Kash n'
Karry's stockholders. Institutional investors, who together own
approximately 67% of Kash n' Karry's outstanding common stock,
have committed to support the transaction, have granted proxies
and options on their shares in favor of Food Lion, and have
agreed to tender their shares in the tender offer.
Consummation of the merger, which is subject to satisfaction of
certain conditions, including the expiration of applicable
waiting periods under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, is expected to occur later this year or
early next year.
Food Lion and its more than 72,000 employees serve more than nine
million customers per week by providing Extra Low Prices and More
at more than 1,100 stores in 14 states.
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