-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LA7L+6B1fJrgkwRzYxxPrzlStazg70vMrewHmXw0FhobmhohnDkhpQXHAq30T7Ic LibD9YrKjSYFHSyL1xdq+g== 0000912057-97-031830.txt : 19970929 0000912057-97-031830.hdr.sgml : 19970929 ACCESSION NUMBER: 0000912057-97-031830 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970912 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19970926 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: JITNEY JUNGLE STORES OF AMERICA INC /MI/ CENTRAL INDEX KEY: 0001005408 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-GROCERY STORES [5411] IRS NUMBER: 133863017 STATE OF INCORPORATION: MI FISCAL YEAR END: 0429 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 033-80833 FILM NUMBER: 97686225 BUSINESS ADDRESS: STREET 1: 4315 INDUSTRIAL DR CITY: JACKSON STATE: MS ZIP: 39209 BUSINESS PHONE: 2125594333 MAIL ADDRESS: STREET 1: JITNEY JUNGLE STORES OF AMERICA INC STREET 2: 4315 IDUSTRIAL DR CITY: JACKSON STATE: MS ZIP: 39209 FORMER COMPANY: FORMER CONFORMED NAME: JJ ACQUISITIONS CORP DATE OF NAME CHANGE: 19951227 8-K 1 8-K FILING - ------------------------------------------------------------------------------- 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 ------------------ JITNEY-JUNGLE STORES OF AMERICA, INC. ------------------------------------- (Exact name of registrant as specified in its charter.) MISSISSIPPI 33-80833 64-0280539 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification Number) 1770 ELLIS AVENUE, SUITE 200, JACKSON, MS 39204 ----------------------------------------------- (Address of Principal Executive Offices - Zip Code) (601) 965-8600 ------------- (Registrant's telephone number, including area code) N/A (Former name and former address, if changed since last report.) - ------------------------------------------------------------------------------- ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. On September 12, 1997, Delta Acquisition Corporation, an Alabama corporation ("Delta") and a wholly-owned subsidiary of Jitney-Jungle Stores of America, Inc., a Mississippi corporation ("Jitney-Jungle") pursuant to its Offer to Purchase, dated July 14, 1997 (the "Offer"), purchased 5,317,510 shares of common stock, par value $.01 per share (the "Shares"), of Delchamps, Inc., an Alabama corporation ("Delchamps") for $30.00 net per share. The Shares so purchased represented approximately 73.9% of the Shares outstanding on such date. The aggregate purchase price for the Delchamps' shares acquired upon consummation of the Offer was approximately $159.6 million. To acquire the Shares, Jitney-Jungle utilized borrowings under a $150 million senior credit facility with Fleet Capital Corporation and certain other lenders and the proceeds from the sale of $200 million in principal amount of its 10-3/8% Senior Subordinated Notes due 2007. Reference is made to the Form of Indenture among Jitney-Jungle, Delta, certain other subsidiaries of Jitney-Jungle (including Delchamps), and Marine Midland Bank, as trustee, governing Jitney-Jungle's 10-3/8% Senior Subordinated Notes due 2007 filed as Exhibit (b)(4) to Jitney-Jungle's Schedule 14D-1 Amendment No. 7, dated September 12, 1997, and to the Form of Amended and Restated Revolving Credit Agreement among Jitney-Jungle, Delta, certain other subsidiaries of Jitney-Jungle (including Delchamps), certain lenders, DLJ Capital Funding, Inc., as documentation agent for the lenders and Fleet Capital Corporation, as agent for the lenders, relating to certain borrowings in connection with the Offer and the Merger filed as Exhibit (b)(5) to Jitney-Jungle's Schedule 14D-1 Amendment No. 8, dated September 16, 1997. Pursuant to the Agreement and Plan of Merger, dated July 8, 1997, by and among Jitney-Jungle, Delta, and Delchamps (the "Merger Agreement"), Jitney-Jungle intends to effect a merger of Delta with and into Delchamps (the "Merger") in accordance with the relevant provisions of the Alabama Business Corporation Act later this year. Upon the consummation of the Merger, each outstanding Share (other than Shares acquired by Delta in the Offer, and Shares as to which dissenters' rights are perfected) will be converted into the right to receive $30.00 in cash. Accordingly, upon consummation of the Merger, Delchamps will become a wholly-owned subsidiary of Jitney-Jungle. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (a) Financial Statements of Businesses Acquired. Jitney-Jungle intends to file the required Interim Consolidated Financial Statements under cover of Form 8-K/A as soon as practicable, but not later than 60 days after the date this report must have been filed. (b) Pro Forma Financial Information. Jitney-Jungle intends to file the required Financial Statements under cover of Form 8-K/A as soon as practicable, but not later than 60 days after the date this report must have been filed. (c) Exhibits. EXHIBIT NO. DESCRIPTION 99.1 Jitney-Jungle Stores of America, Inc. Press Release, dated September 12, 1997, regarding Jitney-Jungle's acquisition of Delchamps. -2- 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. JITNEY-JUNGLE STORES OF AMERICA, INC. (Registrant) By: /s/ Michael E. Julian --------------------- Michael E. Julian President and Chief Executive Officer Date: September 26, 1997 -3- EX-99.1 2 PRESS RELEASE Exhibit 99.1 FOR IMMEDIATE RELEASE JITNEY-JUNGLE COMPLETES TENDER OFFER FOR DELCHAMPS Jackson, Mississippi, September 12, 1997. Jitney-Jungle Stores of America, Inc. announced today that its wholly-owned subsidiary, Delta Acquisition Corporation, has completed its $30 per share cash tender offer for all outstanding shares of Delchamps, Inc. (NASDAQ NMS:DLCH). The offer expired, as scheduled, at 5:00 p.m., New York City time, on Friday, September 12, 1997. As of the termination of the offer, based on a preliminary count from the depositary for the offer, approximately 5,321,112 shares of Delchamps' common stock had been tendered and accepted for payment. These tendered shares represent approximately 74% of Delchamps' outstanding shares. Jitney-Jungle and Delchamps will now proceed to complete a merger pursuant to which Jitney-Jungle will acquire the remaining shares of Delchamps for $30 per share in cash. The merger is expected to be completed later this year. Michael E. Julian, Jitney-Jungle's President and Chief Executive Officer, said: "We are very pleased that the tender offer has been successfully completed and we look forward to building on the great strengths of these two leading supermarket franchises in the Southeast." # # # 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 -4- -----END PRIVACY-ENHANCED MESSAGE-----