-----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, WMJYdqgmYxD1Pt6CN+qkur0htdzOwNs+tN2+wdNhD8/mbOb8TtB323IrTTA/7gyD 6ptud1doBvKVgR5uksvKEw== 0001047469-97-005501.txt : 19971120 0001047469-97-005501.hdr.sgml : 19971120 ACCESSION NUMBER: 0001047469-97-005501 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19971104 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19971119 SROS: NASD 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: 640280539 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 033-80833 FILM NUMBER: 97724228 BUSINESS ADDRESS: STREET 1: 1770 ELLIS AVE STREET 2: STE 200 CITY: JACKSON STATE: MS ZIP: 39204 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 FORM 8-K _______________________________________________________________________________ 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) November 4, 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 jurisdiction 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 5. OTHER ITEMS. On November 4, 1997, Delta Acquisition Corporation ("Delta"), an Alabama corporation and a wholly owned subsidiary of Jitney-Jungle Stores of America, Inc. ("Jitney-Jungle") merged with and into Delchamps, Inc., an Alabama corporation ("Delchamps"). Delchamps is now a wholly-owned subsidiary of Jitney-Jungle. The merger, completed after the Delchamps' shareholder vote at a Special Meeting of Shareholders held on November 4, 1997, was the second step in the two-step acquisition of Delchamps by Jitney-Jungle. The first step, a cash tender offer by Delta for all the outstanding shares of common stock of Delchamps at $30.00 per share, was completed on September 12, 1997, pursuant to which Delta purchased 5,317,510 shares. The shares so purchased represented approximately 73.9% of the shares outstanding on such date. All outstanding shares of common stock of Delchamps not previously purchased in the tender offer (other than shares owned by Jitney-Jungle, Delchamps or their wholly-owned subsidiaries or by any shareholders of Delchamps who properly exercise dissenters' rights) were converted in the merger into the right to receive the same $30.00 per share cash price paid in the tender offer. As of November 4, 1997, Delchamps'shareholders representing approximately 620,749 shares, or 8.8% of the outstanding shares of Delchamps, purportedly indicated their intention to exercise dissenters' rights with respect to the merger. Item 7. Financial Statements and Exhibits. (a) Not applicable. (b) Not applicable. (c) Exhibits. Exhibit No. Description 99.1 Jitney-Jungle Stores of America, Inc. Press Release, dated November 4, 1997, regarding the merger of Delta with and into 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: Michael E. Julian ------------------------------- Michael E. Julian President and Chief Executive Officer Date: November 19, 1997 3 EX-99.1 2 EXHIBIT 99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE JITNEY-JUNGLE ANNOUNCES COMPLETION OF DELCHAMPS MERGER Jackson, Mississippi, November 4, 1997. Shareholders of Delchamps, Inc., at a special meeting held today, voted to approve the merger between Delchamps and Delta Acquisition Corporation, a wholly-owned subsidiary of Jitney-Jungle Stores of America, Inc. Delchamps is now a wholly-owned subsidiary of Jitney-Jungle. The merger, completed after the shareholder vote, was the second step in the two-step acquisition of Delchamps by Jitney-Jungle. The first step, a cash tender offer by Delta Acquisition for all the outstanding shares of Delchamps at $30.00 per share, was completed on September 12, 1997. All outstanding shares of common stock of Delchamps not previously purchased in the tender offer (other than shares owned by Jitney-Jungle, Delchamps or their wholly-owned subsidiaries or by any shareholders of Delchamps who properly exercise dissenters' rights) were converted in the merger into the right to receive the same $30.00 per share cash price paid in the tender offer. Shortly, IBJ Schroder Bank & Trust Company will send letters of transmittal to Delchamps' shareholders explaining the process for surrendering the Delchamps' shares to those shareholders who did not tender their shares pursuant to the tender offer. Jitney-Jungle is a leading operator of supermarkets in the Southeast. It operates 199 supermarkets located throughout Mississippi and Alabama as well as in selected markets in Tennessee, Arkansas, Louisiana and Florida. # # # 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 -----END PRIVACY-ENHANCED MESSAGE-----