-----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, UPzaTxfcdTPjCAoNnT+MKUHPo9tuO2mGfdLcPy2dm/jV0QwxPJSGfkBQ6WgK3hVr /tsP1l6LvOv27XydgGP+Xw== 0000906280-97-000125.txt : 19970804 0000906280-97-000125.hdr.sgml : 19970804 ACCESSION NUMBER: 0000906280-97-000125 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19970801 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DELCHAMPS INC CENTRAL INDEX KEY: 0000729970 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-GROCERY STORES [5411] IRS NUMBER: 630245434 STATE OF INCORPORATION: AL FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 14D9/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-34753 FILM NUMBER: 97650291 BUSINESS ADDRESS: STREET 1: 305 DELCHAMPS DR STREET 2: P O BOX 1668 CITY: MOBILE STATE: AL ZIP: 36602 BUSINESS PHONE: 2054330431 MAIL ADDRESS: STREET 1: 305 DELCHAMPS DR STREET 2: PO BOX 1668 CITY: MOBILE STATE: AL ZIP: 36602 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DELCHAMPS INC CENTRAL INDEX KEY: 0000729970 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-GROCERY STORES [5411] IRS NUMBER: 630245434 STATE OF INCORPORATION: AL FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 14D9/A BUSINESS ADDRESS: STREET 1: 305 DELCHAMPS DR STREET 2: P O BOX 1668 CITY: MOBILE STATE: AL ZIP: 36602 BUSINESS PHONE: 2054330431 MAIL ADDRESS: STREET 1: 305 DELCHAMPS DR STREET 2: PO BOX 1668 CITY: MOBILE STATE: AL ZIP: 36602 SC 14D9/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Pursuant to Section 14(d)(4) of the Securities Exchange Act of 1934 (AMENDMENT NO. 1) DELCHAMPS, INC. (Name of Subject Company) DELCHAMPS, INC. (Name of Person(s) Filing Statement) Common Stock, $.01 par value and associated Preferred Share Purchase Rights (Title of Class of Securities) 246615 10 8 (CUSIP Number of Class of Securities) Timothy E. Kullman Senior Vice President and Chief Financial Officer DELCHAMPS, INC. 305 Delchamps Drive Mobile, Alabama 36602 (334) 433-0431 (Name, address and telephone number of person authorized to receive notice and communications on behalf of the person(s) filing statement) WITH A COPY TO: L. R. McMillan, II JONES, WALKER, WAECHTER, POITEVENT, CARRERE & DENEGRE, L.L.P. 201 St. Charles Avenue New Orleans, Louisiana 70170-5100 (504) 582-8000 This Amendment No. 1 (this "Amendment") amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") filed on July 14, 1997 by Delchamps, Inc., an Alabama corporation (the "Company"), relating to a tender offer commenced on June 14, 1997 by Delta Acquisition Corporation ("Offeror"), a wholly owned subsidiary of Jitney-Jungle Stores of America, Inc. ("Parent"). All capitalized terms used but not otherwise defined herein have the meanings attributed to them in the Schedule 14D-9. The items in Schedule 14D-9 set forth below are hereby amended and supplemented by adding the following: ITEM 2. Tender Offer of the Bidder. Parent announced on July 30, 1997 that Offeror had extended the Expiration Date of the Offer until 5:00 p.m., New York City time, on Monday, August 25, 1997. Reference is made to the press release issued by the Company on July 30, 1997, a copy of which is filed as Exhibit (a)(7) to this Schedule 14D-9 and is incorporated herein by reference. ITEM 8. Additional Information to be Furnished. Other Information On July 31, 1997, the Company issued a press release relating to fourth quarter and fiscal year end results and the declaration of the regular quarterly dividend, a copy of which is filed as Exhibit (a)(8) to this Schedule 14D-9 and is incorporated herein by reference. ITEM 9. Material to be Filed as Exhibits. Exhibit No. (a)(7) Press release issued by the Company dated July 30, 1997. (a)(8) Press release issued by the Company dated July 31, 1997. Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: August 1, 1997 DELCHAMPS, INC. By: /s/ Timothy E. Kullman ______________________________ Timothy E. Kullman Senior Vice President and Chief Financial Officer Exhibit Index Exhibit No. Description (a)(7) Press release issued by the Company dated July 30, 1997. (a)(8) Press release issued by the Company dated July 31, 1997. EX-99.(A)(7) 2 EXHIBIT 99(a)(7) DELCHAMPS AND JITNEY-JUNGLE RECEIVE SECOND REQUEST UNDER HART-SCOTT-RODINO ACT AND JITNEY-JUNGLE EXTENDS OFFER TO AUGUST 25 Mobile, AL, July 30, 1997 . . . Delchamps, Inc. (Nasdaq: DLCH) announced today that it and Jitney-Jungle Stores of America, Inc. have received requests for additional information from the Federal Trade Commission under the Hart-Scott-Rodino Antitrust Improvement Act of 1976. The requests relate to the $30.00 per share cash tender offer by Jitney-Jungle's subsidiary, Delta Acquisition Corporation, for all outstanding shares of common stock of Delchamps, Inc. The tender offer was originally scheduled to expire on August 8, 1997, but was subject to extension for a number of reasons, including completion of the FTC's review under the HSR Act. As a result of the FTC's request for additional information, Jitney-Jungle has extended the expiration date of the offer until 5 p.m. New York time on August 25, 1997. David Morrow, Chairman of the Board and Chief Executive Officer of Delchamps, Inc. said that such requests are common in acquisitions among retail companies with overlappping operations in certain markets. The waiting period under the HSR Act will now expire at the end of the tenth calendar day following substantial compliance by Jitney-Jungle with its request for additional information, unless terminated earlier by the FTC. As of the close of business on July 29, 1997, 157,572 shares of Delchamps common stock had been tendered and not withdrawn. Delchamps currently operates 118 supermarkets in Louisiana, Mississippi, Alabama and Florida and ten liquor stores in Florida. The Company employs approximately 8,000 associates. SOURCE: Delchamps, Inc.: CONTACT: Timothy E. Kullman, Sr. VP, Chief Financial Officer, Treasurer and Secretary of Delchamps, Inc., (334) 433-0437, ext. 217 or fax, (334) 438-4586 (DLCH) EX-99.(A)(8) 3 EXHIBIT 99(a)(8) ================================================================= FOR RELEASE: JULY 31, 1997 ================================================================= Delchamps FOR MORE INFORMATION: Timothy E. Kullman-Sr. VP Chief Fin. Officer Treasurer and Secretary DELCHAMPS, INC. - Mobile, AL (334) 433-0431 ext. 217 (334) 438-4586 FAX DELCHAMPS REPORTS FOURTH QUARTER AND YEAR END RESULTS; DECLARES REGULAR QUARTERLY DIVIDEND MOBILE, AL, July 31, 1997 - Delchamps, Inc. (NASDAQ - NMS - DLCH) reported today net earnings of $4,854,000 for the thirteen-week period ended June 28, 1997, compared to net earnings of $2,653,000 for last year's corresponding thirteen- week period. The Company's earnings per share were $.68 for the current quarter compared to earnings per share of $.37 for last year's corresponding quarter. Sales for the thirteen-week period ended June 28, 1997 were $266,893,000, a decrease of 6.2% from last year's sales of $284,662,000. Same store sales decreased 7.2%. For the 52-week fiscal year ended June 28, 1997, net earnings were $7,954,000 or $1.12 per share. The fiscal year results include a $4,300,000 pretax loss from the settlement of a lawsuit and a $2,080,000 pretax gain from the sale of real property. Excluding the effects of the settlement and sale of real property, net earnings for the fiscal year were approximately $9,319,000 or $1.31 per share. Net earnings for last year's corresponding 52-week fiscal year were $3,852,000 or $.54 per share. Sales of the 52-week fiscal year ended June 28, 1997 were $1,102,947,000, a decrease of 2.1% from last year's sales of $1,126,629,000. Same store sales decreased 3.5%. David Morrow, Chairman of the Board and CEO, stated "Although sales were 2.1% less than the previous year, earnings per share more than doubled to $1.12 from last year's $.54. This significant improvement can only be attributed to the hard work and dedication of our more than 8,000 associates and the support of our fine customers." The Board of Directors declared a regular quarterly dividend of $.11 per share, payable August 27, 1997 to shareholders of record on August 13, 1997. During the quarter ended June 28, 1997, the Company remodeled two supermarkets. For the 52-week fiscal year ended June 28, 1997, the Company opened two supermarkets, remodeled five supermarkets, and closed one supermarket. As of June 28, 1997, the Company operated 118 supermarkets in Alabama, Florida, Mississippi, and Louisiana and ten liquor stores in Florida. The Company employs approximately 8,000 people. DELCHAMPS, INC. AND SUBSIDIARY Condensed Statements of Earnings - (In thousands except per share amounts)
Thirteen Weeks Ended Fifty-two Weeks Ended -------------------------------------- ---------------------------------------- 6/28/97 6/29/96 6/28/97 6/29/96 ------------------- ----------------- ------------------ -------------------- Amount % Sales Amount % Sales Amount % Sales Amount % Sales -------- --------- ------- -------- --------- -------- --------- -------- Sales $ 266,893 100.00 284,662 100.00 1,102,947 100.00 1,126,629 100.00 Cost of sales 194,490 72.87 216,626 76.10 830,879 75.33 863,760 76.67 -------- --------- ------- -------- --------- -------- --------- -------- Gross profit 72,403 27.13 68,036 23.90 272,068 24.67 262,869 23.33 Selling, general and administrative expenses 63,691 23.87 62,306 21.89 254,281 23.06 249,750 22.17 -------- --------- ------- -------- --------- -------- --------- -------- Operating income 8,712 3.26 5,730 2.01 17,787 1.61 13,119 1.16 Interest expense, net 999 .37 1,492 .52 4,982 .45 6,820 .61 -------- --------- ------- -------- --------- -------- --------- -------- Earnings before income 7,713 2.89 4,238 1.49 12,805 1.16 6,299 .55 tax Income tax expense 2,859 1.07 1,585 .56 4,851 .44 2,447 .21 -------- --------- ------- -------- --------- -------- --------- -------- Net earnings $ 4,854 1.82 2,653 .93 7,954 .72 3,852 .34 ======== ========= ======= ======== ========= ======== ========= ======== Net earnings per $ .68 .37 1.12 .54 common share ======== ======= ========= ========= Weighted average number of common shares 7,121 7,112 7,116 7,110 ======== ======= ========= ========= Dividends declared per common share $ .11 .11 .44 .44 ======== ======= ========= =========
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