-----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, Jf/DQThyVWmp0r8xh9ZeQkNCVGKLL45jJQcZRKIjLoCRgZwfJzgPAzdbBSW/4tCb ksevR8v2qQVyLWWKXwbyWg== 0000906280-97-000163.txt : 19971014 0000906280-97-000163.hdr.sgml : 19971014 ACCESSION NUMBER: 0000906280-97-000163 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19971008 ITEM INFORMATION: FILED AS OF DATE: 19971010 SROS: NASD FILER: 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: 8-K SEC ACT: SEC FILE NUMBER: 000-12923 FILM NUMBER: 97693343 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 8-K 1 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) October 8, 1997 DELCHAMPS, INC. (Exact name of registrant as specified in its charter.) ALABAMA 0-12923 63-0245434 (State or other (Commission File (IRS Employer jurisdiction of Number) Identification incorporation) Number) 305 DELCHAMPS DR., MOBILE, AL 36602 (Address of Principal Executive Offices - Zip Code) Registrant's telephone number, including area code (334)433-0431 N/A (Former name or former address, if changed since last report.) Item 5. Other Events. (a) The Agreement for Termination, dated September 19, 1997, between Mr. David W. Morrow and Delchamps, Inc. (the "Company") provided for a payment of $2,623,664, less applicable withholding taxes. This amount was incorrect. Accordingly, on September 25, 1997 the Company paid an additional $124,297, less applicable withholding taxes, to Mr. Morrow to correct the error. (b) On October 8, 1997, the Company issued the following press release: FOR RELEASE: October 8, 1997 Delchamps FOR MORE INFORMATION: Timothy E. Kullman, Senior Vice President Chief Financial Officer, Secretary & Treasurer DELCHAMPS, INC. - Mobile, AL (334) 433-0437 ext. 217 (334) 438-4586 FAX DELCHAMPS REPORTS FIRST QUARTER SALES AND EARNINGS ================================================== MOBILE, AL, October 7, 1997 - Delchamps, Inc. (NASDAQ - NMS - DLCH) reported today a net loss of $1,026,000 for the thirteen week period ended September 27, 1997. These results include a charge of $3,486,000 for merger expenses related to the acquisition of the Company by Jitney-Jungle Stores of America, Inc. Excluding the merger expenses, net earnings were approximately $2,460,000. Net earnings for last year's thirteen week period ended September 28, 1996 were $204,000. For the thirteen week period ended September 27, 1997, the net loss per share was $.14. Excluding the merger expenses, net earnings per share were approximately $.34. Net earnings per share for last year's corresponding thirteen week period were $.03. Sales for the thirteen week period ended September 27, 1997 were $271,989,000, a decrease of 6.1% from last year's sales of $289,699,000. Same store sales for the thirteen week period decreased 6.3% compared to last year's corresponding thirteen week period. During the thirteen week period ended September 27, 1997, the Company remodeled 3 supermarkets and closed two supermarkets. As of September 27, 1997, the Company operated 116 supermarkets in Alabama, Florida, Mississippi, and Louisiana and 10 liquor stores in Florida. The Company employs approximately 7,750 people. # # # # # # # #
DELCHAMPS, INC. AND SUBSIDIARY Condensed Statements of Earnings - (In thousands except per share amounts) (Unaudited) Thirteen Weeks Ended Thirteen Weeks Ended ---------------------- ---------------------- 9/27/97 9/28/96 ---------------------- ---------------------- Amount %Sales Amount %Sales --------- --------- --------- --------- Sales $ 271,989 100.00 $ 289,699 100.00 Cost of Sales 203,658 74.88 224,332 77.44 --------- --------- --------- --------- Gross profit 68,331 25.12 65,367 22.56 Selling, general and administrative expenses ("SG&A"): Merger expense 3,486 1.28 -- -- Other S G & A 63,390 23.31 63,721 21.99 --------- --------- --------- --------- Total S G & A 66,876 24.59 63,721 21.99 --------- --------- --------- --------- Operating Income 1,455 .53 1,646 .57 Interest expense, net 919 .34 1,303 .45 --------- --------- --------- --------- Earnings before income taxes 536 .19 343 .12 Income tax expense 1,562 .57 139 .05 --------- --------- --------- --------- Net (loss) earnings $ (1,026) (.38) 204 .07 ========= ========= ========= ========= Net (loss) earnings per common share $ (.14) .03 ========= ========= Weighted average number of common 7,170 7,113 shares ========= ========= Dividends declared per common share $ .11 .11 ========= =========
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 thereunto duly authorized. DELCHAMPS, INC. By: /s/ Timothy E. Kullman ------------------------------------ Timothy E. Kullman Senior Vice President, Chief Financial Officer, Treasurer and Secretary Date: October 9, 1997 -----END PRIVACY-ENHANCED MESSAGE-----