-----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, RUyjKh5vt59wTI6owKS9lQvNp4SoPY1LEQGb6Ajnpa4up4BsEyvhdpmF0DcSLCBm z97zfvPl3Y2adc4aeHB9nQ== 0000912057-96-029285.txt : 19961217 0000912057-96-029285.hdr.sgml : 19961217 ACCESSION NUMBER: 0000912057-96-029285 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19961216 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: KASH N KARRY FOOD STORES INC CENTRAL INDEX KEY: 0000842913 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-GROCERY STORES [5411] IRS NUMBER: 954161591 STATE OF INCORPORATION: DE FISCAL YEAR END: 0730 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-44157 FILM NUMBER: 96680889 BUSINESS ADDRESS: STREET 1: 6422 HARNEY RD CITY: TAMPA STATE: FL ZIP: 33610 BUSINESS PHONE: 8136210276 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FOOD LION INC CENTRAL INDEX KEY: 0000037912 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-GROCERY STORES [5411] IRS NUMBER: 560660192 STATE OF INCORPORATION: NC FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: P O BOX 1330 STREET 2: 2110 EXECUTIVE DR CITY: SALISBURY STATE: NC ZIP: 28145 BUSINESS PHONE: 7046338250 MAIL ADDRESS: STREET 1: P O BOX 1330 STREET 2: 2110 EXECUTIVE DR CITY: SALISBURY STATE: NC ZIP: 28145 FORMER COMPANY: FORMER CONFORMED NAME: FOOD TOWN STORES INC DATE OF NAME CHANGE: 19830510 SC 14D1/A 1 SCHEDULE 14D-1/A-2 - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- SCHEDULE 14D-1/A-2 TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) ---------- Kash n' Karry Food Stores, Inc. (Name of Subject Company) KK Acquisition Corp. FLI Holding Corp. Food Lion, Inc. (Bidder(s)) Common Stock, $0.01 par value (including Preferred Share Purchase Rights issued with respect thereto) (Title of Class of Securities) 48577P106 (CUSIP Number of Class of Securities) R. William McCanless, Esq. Senior Vice President and Chief Administrative Officer Food Lion, Inc. P.O. Box 1330 2110 Executive Drive Salisbury, North Carolina 28145 Telephone: (704) 633-8250 (Name, address and telephone number of Persons Authorized to Receive Notices and Communications on behalf of Bidder) Copy to: Bruce S. Mendelsohn and 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 Telephone: (202) 887-4000 December 13, 1996 ---------- CALCULATION OF FILING FEE Transaction Value Amount of Filing Fee $121,532,164(1) $24,307(2) /X/ Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: $24,307 Filing Party: KK Acquisition Corp. Form or Registration No.: Schedule 14D-1 FLI Holding Corp. Food Lion, Inc. Date Filed: November 15, 1996 - ------------ (1) Calculated by multiplying $26.00, the per share tender offer price, by 4,674,314, the number of shares of Common Stock sought in the Offer. (2) 1/50 of 1% of the Transaction Valuation. - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- This Amendment No. 2 is filed by KK Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware ("Purchaser") and a wholly owned subsidiary of FLI Holding Corp. ("Holding"), a Delaware corporation and a wholly owned subsidiary of Food Lion, Inc., a North Carolina corporation ("Parent"), to amend its Tender Offer Statement filed on November 15, 1996, as amended on December 5, 1996 (as amended, the "Schedule 14D-1") relating to the purchase of all outstanding shares of common stock, par value $0.01 per share (the "Shares"), of Kash n' Karry Food Stores, Inc., a corporation organized and existing under the laws of the State of Delaware (the "Company"), including the associated Preferred Share Purchase Rights (the "Rights") issued pursuant to the Rights Agreement, dated as of April 13, 1995, between the Company and Fleet National Bank (successor in interest to Shawmut Bank Connecticut, N.A.), as Rights Agent, as amended by the First Amendment to Rights Agreement dated as of June 13, 1995, and the Second Amendment to Rights Agreement dated as of October 30, 1996 (the "Rights Agreement"). All references herein to the Rights include all benefits which may inure to stockholders of the Company pursuant to the Rights Agreement, and unless the context requires otherwise, all references herein to Shares include the Rights. Capitalized terms used herein and not defined shall have the meanings set forth in the Offer to Purchase, dated November 15, 1996, filed as Exhibit (a)(1) to the Schedule 14D-1. 1. Item 10 is hereby amended to add the following: ITEM 10. ADDITIONAL INFORMATION (f) The Offer, originally scheduled to expire at 12:00 midnight, New York City time on December 13, 1996, has been extended by Parent and is now scheduled to expire at 11:59 p.m., New York City time, on Tuesday, December 17, 1996, unless extended again. In addition, on December 13, 1996, Parent issued a press release which announced the extension of the tender offer. A copy of the press release issued by Parent on December 13, 1996, is filed herewith as Exhibit (a)(12) and is incorporated by reference herein. 2. Item 11 is hereby amended to add the following: ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. (a)(12) Press Release issued by Parent on December 13, 1996. 3. Exhibit Index is hereby amended and restated as follows: EXHIBIT INDEX
EXHIBIT NO. ITEM - -------- --------------------------------------------------------------------------------------------------- (a)(1)* Offer to Purchase, dated November 15, 1996 (a)(2)* Letter of Transmittal (a)(3)* Notice of Guaranteed Delivery (a)(4)* Letter from the Information Agent to Brokers, Dealers, Commercial Banks, Trust Companies and Nominees (a)(5)* Letter from Brokers, Dealers, Commercial Banks, Trust Companies and Nominees to Clients (a)(6)* Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 (a)(7)* Summary Advertisement as published in THE WALL STREET JOURNAL on November 15, 1996 (a)(8)* Press Release issued by Parent and the Company on October 31, 1996 (a)(9)* Press Release issued by Parent on November 8, 1996 (a)(10)* Press Release issued by Parent on November 15, 1996 (a)(11)* Amendment and Supplement, dated December 5, 1996 to Offer to Purchase, dated November 15, 1996 (a)(12) Press Release issued by Parent on December 13, 1996 (b)* Food Lion, Inc. Senior Credit Facilities Commitment Letter from Chase Securities, Inc. to Parent, dated October 29, 1996 (c)(3)* Confidentiality Agreement between Company and Parent, dated May 20, 1996 (c)(4)* Confidentiality Agreement between Parent and Company, dated May 21, 1996 (d) None (e) Not applicable (f) Not applicable
- ---------- * previously filed SIGNATURE After due inquiry and to the best of each of the undersigned's knowledge and belief, the undersigned do hereby certify that the information set forth in this statement is true, complete and correct. December 13, 1996 KK ACQUISITION CORP. By: /s/ R. WILLIAM McCANLESS ------------------------------- Name: R. William McCanless Title: Vice President FLI HOLDING CORP. By: /s/ R. WILLIAM McCANLESS ------------------------------- Name: R. William McCanless Title: Vice President FOOD LION, INC. By: /s/ R. WILLIAM McCANLESS ------------------------------- Name: R. William McCanless Title: Senior Vice President and Chief Administrative Officer EX-12.A 2 EX-A-12 PRESS RELEASE December 13, 1996 Exhibit (a)(12) Contact: Chris Ahearn (704) 633-8250, Ext. 2892 FOR IMMEDIATE RELEASE FOOD LION, INC. EXTENDS $26.00 PER SHARE CASH TENDER OFFER FOR KASH N' KARRY FOOD STORES, INC. Salisbury, NC -- Food Lion, Inc. (NASDAQ-NNM: FDLNA, FDLNB) of Salisbury, North Carolina, announced today it will extend until 11:59 p.m. New York City time on December 17, 1996 its $26-per-share cash tender offer for the acquisition of shares of Kash n' Karry Food Stores, Inc. (NASDAQ-NNM: KASH) which was commenced on November 15, 1996. The tender offer previously had been scheduled to expire at midnight New York City time on December 13, 1996. As of 4:00 p.m., New York City time, on December 13, 1996, approximately 4,625,798 shares of Kash n' Karry's common stock had been validly tendered in the offer and not withdrawn, of which 20,250 shares were tendered pursuant to notices of guaranteed delivery. The tendered shares constitute approximately 98.9% of Kash n' Karry outstanding common stock. As previously announced, the decision to effect the transaction by means of a first-step tender offer reflects the shared objective of Food Lion and Kash n' Karry of allowing the stockholders, 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 Offer. As announced on October 31, 1996, Kash n' Karry's Board of Directors has approved the transaction and recommended approval and adoption of the merger by Kash n' Karry's stockholders. Institutional investors who together own approximately 67.1% 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 Offer. Consummation of the transaction is subject to satisfaction of certain conditions, including the expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. It is anticipated that these conditions will be satisfied on or before 12:01 a.m., New York City time, December 18, 1996. 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. -----END PRIVACY-ENHANCED MESSAGE-----