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As filed with the Securities and Exchange Commission on December 23, 1996
Registration No. 033-58999
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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KASH N' KARRY FOOD STORES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
95-4161591
(I.R.S. Employer Identification No.)
6422 HARNEY ROAD
TAMPA, FLORIDA 33610
(813) 621-0200
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
R. WILLIAM MCCANLESS
EXECUTIVE VICE PRESIDENT
6422 HARNEY ROAD
TAMPA, FLORIDA 33610
(813) 621-0200
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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COPY TO:
RUSSELL W. PARKS, JR., P.C.
AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
1333 NEW HAMPSHIRE AVENUE, N.W., SUITE 400
WASHINGTON, D.C. 20036
Approximate date of commencement of proposed sale of securities to the
public: From time to time after the effective date of this Registration
Statement, as determined by the Selling Stockholders.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration number of the earlier registration
statement for the same offering.
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, please check the following box and list the Securities
Act registration Statement number of the earlier effective registration
statement for the same offering.
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.
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PART I -- INFORMATION REQUIRED IN PROSPECTUS
Kash n' Karry Food Stores, Inc. (the "Company") filed a Registration
Statement on Form S-3, Registration No. 33-58999, (the "Registration
Statement"), on October 1, 1996, in connection with 4,649,993 shares of Stock,
$.01 par value per share (the "Common Stock"), of the Company for resale from
time to time by certain holders of the Common Stock (the "Selling
Stockholders"). No shares of the Common Stock were sold pursuant to the
Registration Statement. This Post-Effective Amendment No. 1 is being filed to
deregister all 4,649,993 shares of the Common Stock. This deregistration
relates to the consummation on December 18, 1996 of a tender offer and merger
whereby the Company became an indirect wholly owned subsidiary of Food Lion,
Inc., a North Carolina corporation.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Post-Effective
Amendment No. 1 to Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Salisbury, State of North
Carolina, on December 23, 1996.
KASH N' KARRY FOOD STORES, INC.
By: /s/ R. William McCanless
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R. William McCanless
Executive Vice President
Pursuant to the requirements of the Securities Act of 1933, this this
Post-Efffective Amendment No. 1 to Registration Statement has been signed by the
following persons in the capacities and on the dates indicated:
Signature Title Date
/s/ Ronald E. Johnson President, Chief Executive December 23, 1996
- -------------------- Officer (Principal Executive
Ronald E. Johnson Officer) and Chief Operating
Officer
/s/ Richard D. Coleman Senior Vice President, Chief December 23, 1996
- --------------------- Financial Officer (Principal
Richard D. Coleman Financial Officer) and
Secretary
/s/ Marvin W. Snow, Jr. Vice President, Controller December 23, 1996
- ---------------------- (Principal Accounting Officer)
Marvin W. Snow, Jr.
/s/ Tom E. Smith Chairman of the Board of December 23, 1996
- --------------- Directors
Tom E. Smith
/s/ Joseph C. Hall Director December 23, 1996
- -----------------
Joseph C. Hall
/s/ R. William McCanless Director December 23, 1996
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R. William McCanless
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