-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, PZ1E1ynLE3QL8RjysRuBQo2WllbqdLXRkKQXq85N7TRT+jJLdOHZc9sp7PErcjyb stghpdd5mzRlp2Jhv/4TIA== 0000906280-94-000058.txt : 19941116 0000906280-94-000058.hdr.sgml : 19941116 ACCESSION NUMBER: 0000906280-94-000058 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19941114 EFFECTIVENESS DATE: 19941203 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: DELCHAMPS INC CENTRAL INDEX KEY: 0000729970 STANDARD INDUSTRIAL CLASSIFICATION: 5411 IRS NUMBER: 630245434 STATE OF INCORPORATION: AL FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-56447 FILM NUMBER: 94559837 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 S-8 1 As filed with the Securities and Exchange Commission on November 14, 1994. Registration No. 33- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 __________ FORM S-8 REGISTRATION STATEMENT under THE SECURITIES ACT OF 1933 __________ DELCHAMPS, INC. (Exact name of Registrant as specified in its charter) Alabama 63-0245434 (State or other jurisdiction (I.R.S. Employer of incorporation) Identification Number) 305 Delchamps Drive Mobile, Alabama 36602 (Address, including zip code, of Registrant's principal executive offices) Delchamps, Inc. Director Compensation Plan (Full title of the Plan) __________ James H. McDonald, Jr. Vice President and General Counsel Delchamps, Inc. 305 Delchamps Drive Mobile, Alabama 36602 (205) 433-0431 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copy to: Margaret F. Murphy Jones, Walker, Waechter, Poitevent, Carrere & Denegre 201 St. Charles Avenue New Orleans, Louisiana 70170-5100 CALCULATION OF REGISTRATION FEE
______________________________________________________________________________________________ Proposed Proposed Amount Maximum Maximum Amount of Title of Securities to be Offering Price Aggregate Registration to be Registered Registered Per Share Offering Price Fee ______________________________________________________________________________________________ Common Stock 100,000 shares $17.625 $ 1,762,500 $ 607.76 ($.01 par value per share) ____________________________________________________________________________________________
Upon a stock split, stock dividend or similar transaction in the future and during the effectiveness of this Registration Statement involving Common Stock of the Company, the number of shares registered shall be automatically increased to cover the additional shares in accordance with Rule 416(a) under the Securities Act of 1933. Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and (h) under the Securities Act of 1933, based on the average of the high and low price per share of the Common Stock on the NASDAQ Stock Market on November 8, 1994. PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 3. Incorporation of Documents by Reference. The following documents, which have been filed by Delchamps, Inc. (the "Company") with the Securities and Exchange Commission (the "Commission"), are incorporated herein by reference: (a) The Company's Annual Report on Form 10-K for the fiscal year ended July 2, 1994 filed pursuant to Section 13 of the Securities Exchange Act of 1934 (the "1934 Act"); (b) The Company's Quarterly Report on Form 10-Q for the quarter ended October 1, 1994 filed pursuant to Section 13 of the 1934 Act; and (c) The description of the Common Stock included in Item 1 of the Company's Registration Statement on Form 8-A dated October 24, 1984 and the description of the fair price provision of the Company's Articles of Incorporation appearing under the caption "Proposed Amendments Concerning Certain Business Combinations and Related Matters" beginning on page 13 and ending on page 18 of the Company's Proxy Statement dated September 5, 1984, filed as Exhibit 3 to the Registration Statement on Form 8-A. All reports filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold shall, except to the extent otherwise provided by Regulation S-K or any other rule promulgated by the Commission, be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents. Item 4. Description of Securities. Not applicable. Item 5. Interests of Named Experts and Counsel. Not applicable. Item 6. Indemnification of Directors and Officers. The Alabama Business Corporation Act gives Alabama corporations broad powers to indemnify their present and former directors and officers against expenses incurred in the defense of any lawsuit to which they are made parties by reason of being or having been such directors or officers. Subject to specific conditions and exclusions, Alabama law gives a director or officer who successfully defends an action the right to be so indemnified and authorizes Alabama corporations to buy directors' and officers' liability insurance. Such indemnification is not exclusive of any other rights to which those indemnified may be entitled under any statute, provision of the articles of incorporation, by-law, agreement, vote of shareholders or disinterested directors or otherwise. The Company's by-laws require, in the case of officers and directors, and permit, in the case of employees and agents, the indemnification expressly authorized under Alabama law. The standard applicable in all cases (excepting indemnification in connection with the successful defense of any proceeding which is mandatory under Alabama law without reference to any such standard) is that the individual shall have acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interest of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful, except that no indemnification is permitted with respect to litigation brought by or in the right of the Company in respect of any claim, issue or matter as to which the director or officer is adjudged to be liable for negligence or misconduct in the performance of his duty to the Company unless and only to the extent that the court in which the action is brought determines that such person is entitled to indemnity for such expenses which the court deems to be proper. The Company has in effect a directors' and officers' liability policy that provides for indemnification of its officers and directors against losses arising from claims asserted against them in their capacities as officers and directors, subject to limitations and conditions set forth in the policy. Item 7. Exemption From Registration Claimed. Not applicable. Item 8. Exhibits. 4.1 Articles of Amendment to the Articles of Incorporation and Restated Articles of Incorporation of the Company each dated October 5, 1984 (incorporated by reference to Exhibit 3(a) to the Company's Report on Form 10-K for the fiscal year ended June 29, 1985). 4.2 By-laws of the Company, as amended on July 28, 1989 (incorporated by reference to Exhibit 3(b) of the Company's Report on Form 10-K for the fiscal year ended July 1, 1989). 4.3 The Delchamps, Inc. Director Compensation Plan. 5 Opinion of Jones, Walker, Waechter, Poitevent, Carrere & Denegre 23.1 Consent of KPMG Peat Marwick. 23.2 Consent of Jones, Walker, Waechter, Poitevent, Carrere & Denegre (included in Exhibit 5). __________ Item 9. Undertakings. (a) The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this regis- tration statement to include any material information with re- spect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amend- ment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post- effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceedings) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. 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 the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Mobile, State of Alabama, on November 10, 1994. DELCHAMPS, INC. /s/Randy Delchamps _____________________________________ Randy Delchamps Chairman of the Board President and Chief Executive Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Randy Delchamps and James H. McDonald, Jr., or either one of them, his true and lawful attorney-in-fact and agent, with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Signature Title Date /s/J. Thomas Arendall, Jr. _________________________________ Director November 10, 1994 J. Thomas Arendall, Jr. /s/Carl F. Bailey _________________________________ Director November 10, 1994 Carl F. Bailey /s/E. E. Bishop _________________________________ Director November 10, 1994 E. E. Bishop /s/John A. Caddell _________________________________ Director November 10, 1994 John A. Caddell /s/James M. Cain _________________________________ Director November 10, 1994 James M. Cain _________________________________ Director ___________, 1994 William W. Crawford /s/Randy Delchamps _________________________________ Chairman of the November 10, 1994 Randy Delchamps Board, President and Chief Executive Officer (Principal Executive Officer) /s/T. W. Mitchell _________________________________ Director November 10, 1994 T. W. Mitchell /s/David W. Morrow _________________________________ Director November 10, 1994 David W. Morrow /s/Timothy E. Kullman _________________________________ Senior Vice November 10, 1994 Timothy E. Kullman President and Chief Financial Officer (Principal Financial Officer) /s/Roy W. Henderson _________________________________ Vice President, November 10, 1994 Roy W. Henderson Finance and Treasurer (Principal Accounting Officer) EXHIBIT INDEX Exhibit Number Description 4.1 Articles of Amendment to the Articles of Incorporation and Restated Articles of Incorporation of the Company each dated October 5, 1984 (incorporated by reference to Exhibit 3(a) to the Company's Report on Form 10-K for the fiscal year ended June 29, 1985). 4.2 By-laws of the Company, as amended on July 28, 1989 (incorporated by reference to Exhibit 3(b) of the Company's Report on Form 10-K for the fiscal year ended July 1, 1989). 4.3 The Delchamps, Inc. Director Compensation Plan. 5 Opinion of Jones, Walker, Waechter, Poitevent, Carrere & Denegre 23.1 Consent of KPMG Peat Marwick. 23.2 Consent of Jones, Walker, Waechter, Poitevent, Carrere & Denegre (included in Exhibit 5). EX-4 2 EXHIBIT 4.3 EXHIBIT 4.3 DELCHAMPS, INC. DIRECTOR COMPENSATION PLAN 1. Purpose. The purpose of the Director Compensation Plan (the "Plan") of Delchamps, Inc. ("Delchamps"), an Alabama corporation, is to (a) provide an incentive to directors of Delchamps who are not also employees of Delchamps (the "Directors") to concentrate their efforts in a manner that will provide for the long-term growth and profitability of Delchamps; (b) encourage stock ownership by Directors in order to promote an identity of interests with Delchamps' shareholders; (c) provide a means of attracting and retaining qualified Directors; and (d) provide the Directors with an opportunity to defer their director compensation in order to assist in their individual financial planning. 2. Effective Date and Term of Plan. The Plan shall become effective on such date as it is approved by the shareholders of Delchamps and shall remain in effect until terminated by the Board of Directors of Delchamps (the "Board"). Elections under Sections 6 and 8 hereof may be made prior to the effective date of the Plan. 3. Stock Subject to the Plan. There are authorized for issuance and delivery under the Plan an aggregate of 100,000 shares of common stock, $.01 par value per share (the "Common Stock"), subject to adjustment as provided in Section 9 hereof. Such shares may be, in whole or in part, authorized but unissued shares, whether now or hereafter authorized, or issued shares that have been reacquired by Delchamps. 4. Plan Administration. The Plan shall be administered by the Compensation Committee (the "Committee") of the Board of Directors. The Committee shall have full and final authority to interpret the Plan, adopt, amend and rescind rules and regulations relating to the Plan, and make all other determinations and take all other actions necessary and advisable for the administration of the Plan. Decisions and determinations of the Committee on all matters relating to the Plan shall be in its sole discretion and shall be conclusive. The Plan shall be interpreted in view of the intention that the acquisition of shares of Common Stock through the Plan is intended to qualify as an exempt transaction under Rule 16b-3 under the Securities Exchange Act of 1934 (the "Exchange Act"). 5. Eligibility. Any member of the Board of Directors who is not an employee of Delchamps or a subsidiary of Delchamps may participate in the plan. 6. Deferral of Compensation. 6.1 Deferral Elections. Each Director may elect to defer his or her Retainer Compensation, Nonretainer Compensation that is not used to purchase Common Stock pursuant to Section 8 hereof or both, each in twenty-five percent increments, to his or her Deferred Compensation Account. An election to defer Compensation hereunder shall be made by means of a Deferral Election Form and shall be effective only with respect to Compensation earned on or after the date of the first annual meeting of shareholders of Delchamps following the receipt of the Deferral Election Form by the Committee. "Retainer Compensation" means the annual retainer fee payable to a Director by Delchamps, but shall not include any meeting fees or expense reimbursement paid to a Director. "Nonretainer Compensation" means the meeting fees paid to a Director by Delchamps, but does not include any Retainer Compensation or expense reimbursement paid to a Director. "Compensation" means Nonretainer Compensation and Retainer Compensation. 6.2 Revocation of Elections. A Director may revoke or modify an election made pursuant to Plan Section 6.1 with respect to deferrals of Compensation to be earned in the future as of the date of the first annual meeting of shareholders of Delchamps following receipt of the written revocation or modification by the Committee and subject to such other rules as may be established by the Committee. 7. Deferred Compensation Accounts 7.1 Establishment of Accounts. A Deferred Compensation Account shall be established for each Director who executes a Deferral Election Form. 7.2 Crediting of Deferrals. A Directors's Deferred Compensation Account shall be credited with that portion of the Director's Compensation that the Director has elected to defer to his or her Deferred Compensation Account pursuant to Plan Section 6.1 as of the date such Compensation would otherwise have been paid to the Director. 7.3 Crediting Income. Each Deferred Compensation Account shall be credited as of the last day of each fiscal quarter of Delchamps with an assumed rate of income equal to the then prevailing rate payable with respect to 90 day U.S. Treasury Bills, based on the weighted average balance of such account during such fiscal quarter. 7.4 Distribution of Accounts. Amounts credited to a Director's Deferred Compensation Account shall be distributed in either a single lump sum or annual installments (not to exceed five), as designated by the Director in his or her applicable Deferral Election Form. Distribution of a Deferred Compensation Account shall be made (in the case of a lump sum payment) or commence (in the case of installment payments) upon the January 15 or July 15 following the Director's seventieth birthday, or, if earlier, the January 15 or July 15 following the date the Director ceases to be a member of the Board of Directors, other than as a result of death. However, if the Director elects in his or her Deferral Election Form, the distribution (in the case of a lump sum payment) or the commencement of the distribution (in the case of installment payments) of the Director's Deferred Compensation Account shall occur on any subsequent January 15 or July 15. If a Director elects to have his or her Deferred Compensation Account distributed in installments, the amount of the first installment shall be a fraction of the value of the Director's Deferred Compensation Account, the numerator of which is one and denominator of which is the total number of installments elected, and the amount of each subsequent installment shall be a fraction of the value (including income credited pursuant to Section 7.3) on the date preceding each subsequent payment, the numerator of which is one and the denominator of which is the total number of installments elected minus the number of installments previously paid. 7.5 Distribution Upon Death. In the event of the death of a Director prior to the distribution of his or her Deferred Compensation Account in full, the value of such Deferred Compensation Account shall be determined as of the day immediately following the Director's death and such amount shall be distributed in a single lump sum payment to the Director's estate as soon as administratively feasible thereafter. 7.6 Statement of Account. At least once per year, each Director who has executed a Deferral Election Form shall be provided with a statement of his or her Deferred Compensation Account. 7.7 Director's Rights Unsecured. The right of any Director to receive future distributions under the provisions of this Section 7 shall constitute an unsecured claim against the general assets of the Company. 8. Stock Purchases. 8.1 Each Director may make a stock purchase election directing that up to one hundred percent of his or her Retainer Compensation, in ten percent increments, be allocated to the purchase of Common Stock on his or her behalf. At such time as the rules under Section 16 of the Exchange Act are amended to permit a Director to elect to utilize both Retainer Compensation and Nonretainer Compensation to purchase shares of Common Stock and still qualify as a disinterested person for the purpose of administering other employee benefit plans of Delchamps, then, if so elected by the Director, all or a portion of Nonretainer Compensation may also be utilized to purchase Common Stock on the terms described in this Section 8. 8.2 A stock purchase election will be effective on the first date that Compensation subject to the election is paid that is at least six months after the date the Stock Purchase Election Form is filed with the Committee in the manner required by the Committee. Stock purchase elections may be revoked or modified effective on the first date that Compensation is paid that is at least six months following the date the revocation or modified election is filed with the Committee in the manner required by the Committee. Notwithstanding the preceding, a stock purchase election, or a modification or revocation of a stock purchase election, may be given effect on an earlier date, if the Committee, in its sole discretion, permits, provided the Committee is satisfied such election, modification or revocation would not trigger the recovery of short-swing profits under Section 16 of the Exchange Act. 8.3 Number of Shares Issued. If a Director has timely submitted a satisfactory Stock Purchase Election Form, the Director shall be issued a number of shares of Common Stock equal to the amount, if any, of the Director's Compensation allocated to the purchase of Common Stock, multiplied by 1.10 and divided by the Fair Market Value of a share of Common Stock as of the issue date. A Director who timely submits a satisfactory Stock Purchase Election Form shall be issued a number of shares of Common Stock, multiplied by 1.25 rather than 1.10 and divided by the Fair Market Value of a share of Common Stock as of the issue date, at such time as the rules under Section 16 of the Exchange Act are amended to allow a Director to receive such amount of Common Stock in lieu of cash Compensation and continue to qualify as a disinterested person for the purpose of administering other employee benefit plans of Delchamps. Any Common Stock issued to a Director pursuant to this Section 8.3 may not be transferred within two (2) years of the date of purchase, except in the event of death, disability, as described in Section 22(e) of the Internal Revenue Code of 1986, as amended, retirement on or after age 70 or unless the Committee waives this restriction. "Fair Market Value" with regard to a date means the closing price of the Common Stock on the last trading date prior to that date as reported by the Nasdaq Stock Market (or, if applicable, as reported by any other automated quotation system or national securities exchange selected by the Committee that reports closing sale prices for the Common Stock or on which the shares of Common Stock are then actively traded). 9. Changes in Capitalization. If the outstanding shares of Common Stock are increased, decreased or exchanged for a different number or kind of shares or other securities, or if additional shares or other property (other than ordinary dividends) are distributed with respect to such shares of Common Stock or other securities, through merger, consolidation, sale of all or substantially all of the assets of Delchamps, reorganization, recapitalization, reclassification, dividend, stock split, reverse stock split, spin-off, split-off or other distribution with respect to such shares of Common Stock, or other securities, an appropriate and proportionate adjustment may be made in the maximum number and kind of shares reserved for issuance under the Plan. 10. No Right to Continue as a Director. Neither the Plan nor any action taken pursuant to the Plan, shall constitute evidence of any agreement or understanding, express or implied, that Delchamps will retain a participant as a Director for any period of time, or at any particular rate of compensation. 11. Amendment, Modification, and Termination. The Board at any time may terminate and in any respect amend or modify the Plan; provided, however, that the Board of Directors shall condition any amendments on the approval of shareholders if such approval is necessary or advisable with respect to securities, tax or other applicable law. No amendment, modification or termination of the Plan shall in any manner adversely affect the rights of any participant with respect to shares of Common Stock to which he or she became entitled prior to such amendment, modification or termination or with respect to amounts that have been credited to a Deferred Compensation Account. 12. Shareholder Approval. The Plan shall be submitted to the shareholders of Delchamps for their approval at the 1994 Annual Meeting of Shareholders. If such approval is not obtained, no shares of Common Stock may be purchased by Directors through the Plan. 13. Restrictions on Delivery and Sale of Shares; Legends. Each share of Common Stock purchased through the Plan is subject to the condition that if at any time the Committee, in its discretion, shall determine that the listing, registration or qualification of such shares upon any securities exchange or under any state or federal law is necessary or desirable as a condition of or in connection with the purchase or delivery of shares thereunder, the delivery of any or all shares may be withheld unless and until such listing, registration or qualification shall have been effected. If a registration statement is not in effect under the Securities Act of 1933 or any applicable state securities laws with respect to the shares of Common Stock purchasable or otherwise deliverable hereunder, the Director shall as a condition to any delivery of Common Stock hereunder, represent, in writing, that the shares received are being acquired for investment and not with a view to distribution and agree that the shares will not be disposed of except pursuant to an effective registration statement, unless Delchamps shall have received an opinion of counsel that such disposition is exempt from such requirement under the Securities Act of 1933 and any applicable state securities laws. Delchamps shall include on certificates representing shares delivered pursuant to the Plan such legends referring to the foregoing representations or restrictions and any other applicable restrictions on resale as the Committee, in its discretion, shall deem appropriate. 14. Non-alienation of Benefits. Other than with regard to the death of a Director, no benefit shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge, and any attempt to do so shall be void. No such benefit shall, prior to receipt by the Director, be in any manner liable for or subject to the debts, contracts, liabilities, engagements or torts of the Director. 15. Choice of Law. The laws of the State of Alabama shall govern the Plan, to the extent not preempted by federal law. DELCHAMPS, INC. By: __________________________ Title: _______________________ ATTEST: ________________________ Secretary [CORPORATE SEAL] EX-5 3 EXHIBIT 5 EXHIBIT 5 November 14, 1994 Delchamps, Inc. 305 Delchamps Drive Mobile, Alabama 36602 Gentlemen: We have acted as counsel for Delchamps, Inc., an Alabama corporation (the "Company"), in connection with the Company's registration statement on Form S-8 (the "Registration Statement") with respect to the offering by the Company of up to 100,000 shares of the common stock of the Company, $.01 par value per share (the "Common Stock") to its non-employee directors pursuant to the terms of the Delchamps, Inc. Director Compensation Plan. Based upon the foregoing, and upon our examination of such matters as we deem necessary in order to furnish this opinion, we are of the opinion that the shares of Common Stock referred to herein, when issued according to the terms of the Delchamps, Inc. Director Compensation Plan, will be legally issued, fully paid and non-assessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. JONES, WALKER, WAECHTER, POITEVENT, CARRERE & DENEGRE, L.L.P. By: /s/Margaret F. Murphy Margaret F. Murphy EX-23 4 EXHIBIT 23.1 EXHIBIT 23.1 [KPMG Peat Marwick LLP Letterhead] The Board of Directors Delchamps, Inc. We consent to the incorporation by reference in the Registration Statement regarding Delchamps, Inc.'s 1995 Director Compensation Plan on Form S-8 of Delchamps, Inc. of our reports dated August 5, 1994, relating to the consolidated balance sheets of Delchamps, Inc. and subsidiary as of July 2, 1994 and July 3, 1993, the related consolidated statements of earnings, stockholder's equity and cash flows, and the supplementary financial statement schedules for each of the years in the three- year period ended July 2, 1994, which reports appear in the July 2, 1994 annual report on Form 10-K of Delchamps, Inc. KPMG Peat Marwick LLP Atlanta, Georgia November 10, 1994 -----END PRIVACY-ENHANCED MESSAGE-----