-----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, Oam5AoH0J4XiSrM1GBji/8rpORbJ0g2zykNYNo+0SFAhhpuv3BvRW8ox5K4mIRsp Y+F1Kz5h65blkY/b8IImGw== 0000912057-97-029605.txt : 19970912 0000912057-97-029605.hdr.sgml : 19970912 ACCESSION NUMBER: 0000912057-97-029605 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970829 SROS: AMEX 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 14D1/A SEC ACT: SEC FILE NUMBER: 005-34753 FILM NUMBER: 97673735 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: JITNEY JUNGLE STORES OF AMERICA INC /MI/ CENTRAL INDEX KEY: 0001005408 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-GROCERY STORES [5411] IRS NUMBER: 133863017 STATE OF INCORPORATION: MI FISCAL YEAR END: 0429 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 1770 ELLIS AVE STREET 2: STE 200 CITY: JACKSON STATE: MS ZIP: 39204 BUSINESS PHONE: 2125594333 FORMER COMPANY: FORMER CONFORMED NAME: JJ ACQUISITIONS CORP DATE OF NAME CHANGE: 19951227 SC 14D1/A 1 SC 14D1/A - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _______________________ SCHEDULE 14D-1 Tender Offer Statement Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934 _________________________ (AMENDMENT NO. 4) DELCHAMPS, INC. (Name of Subject Company) DELTA ACQUISITION CORPORATION A WHOLLY OWNED SUBSIDIARY OF JITNEY-JUNGLE STORES OF AMERICA, INC. (Bidders) Common Stock, $.01 par value per share (Title of Class of Securities) 246615 10 8 (CUSIP Number of Class of Securities) ______________________ MICHAEL E. JULIAN PRESIDENT AND CHIEF EXECUTIVE OFFICER JITNEY-JUNGLE STORES OF AMERICA, INC. 1770 ELLIS AVENUE SUITE 200 JACKSON, MISSISSIPPI 39204 (601) 965-8600 (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications on Behalf of Bidders) _________________________ with a copy to: DECHERT PRICE & RHOADS 4000 BELL ATLANTIC TOWER 1717 ARCH STREET PHILADELPHIA, PA 19103 (215) 994-4000 ATTENTION: WILLIAM G. LAWLOR DAVID E. SCHULMAN - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- This Amendment No. 4 to the Schedule 14D-1 relates to a tender offer by Delta Acquisition Corporation, an Alabama corporation (the "Offeror") and a wholly owned subsidiary of Jitney-Jungle Stores of America, Inc., a Mississippi corporation ("Parent"), to purchase all outstanding shares of common stock, par value $.01 per share, of Delchamps, Inc., an Alabama corporation (the "Company"), including the associated preferred share purchase rights (the "Rights") issued pursuant to the Rights Agreement dated as of October 14, 1988, as amended, between the Company and the First Alabama Bank, as Rights Agent (collectively, the "Shares"), at a purchase price of $30.00 per Share, net to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated July 14, 1997 (the "Offer to Purchase"), and in the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the "Offer") copies of which were attached as Exhibits (a)(1) and (a)(2), respectively, to the Schedule 14D-1 filed with the Securities and Exchange Commission (the "Commission") on July 14, 1997 as amended by Amendment No. 1 dated July 30, 1997, Amendment No. 2 dated August 4, 1997, and Amendment No. 3 dated August 25, 1997 (collectively, the "Schedule 14D-1"). The purpose of this Amendment No. 4 is to amend and supplement Items 10 and 11 of the Schedule 14D-1 as described below. ITEM 10. Additional Information. (f) Reference is made to the press release issued by Parent on August 29, 1997, a copy of which is filed as Exhibit (a)(12) to the Schedule 14D-1 and is incorporated herein by reference. ITEM 11. Material to be Filed as Exhibits. (a)(12) Press Release issued by Parent on August 29, 1997. SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify the information set forth in this Amendment No. 4 is true, complete and correct. Jitney-Jungle Stores of America, Inc. By: /s/ Michael E. Julian --------------------------------- Name: Michael E. Julian Title: President and Chief Executive Officer Delta Acquisition Corporation By: /s/ Michael E. Julian --------------------------------- Name: Michael E. Julian Title: President Dated: August 29, 1997 EX-99 2 EXHIBIT 99(A)(12) Exhibit 99(a)(12) FOR IMMEDIATE RELEASE JITNEY-JUNGLE ENTERS INTO STORE DIVESTITURE AGREEMENT WITH SUPERVALU HOLDINGS, INC. Jackson, Mississippi, August 29, 1997. Jitney-Jungle Stores of America, Inc. announced today that it entered into a definitive agreement with Supervalu Holdings, Inc. to sell ten supermarkets to Supervalu. As previously announced, Jitney-Jungle received a request for additional information with respect to the tender offer by Jitney-Jungle's subsidiary, Delta Acquisition Corporation, for all outstanding shares of Delchamps, Inc. (NASDAQ NMS: DLCH) from the Federal Trade Commission under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. Jitney-Jungle said the definitive agreement with Supervalu was entered into in connection with ongoing discussions between it and the staff of the FTC regarding a possible divestiture plan for certain supermarkets in order to address FTC concerns about the proposed combination with respect to certain markets in which Jitney-Jungle and Delchamps have stores. Under the terms of the definitive agreement with Supervalu, the sale is subject, among other conditions, to issuance of a final consent order by the FTC approving the sale of the supermarkets to Supervalu under the agreement. Michael E. Julian, President and Chief Executive Officer of Jitney-Jungle said: "Although we can't, of course, predict the timing or outcome of our ongoing discussions with the FTC, we believe our agreement with Supervalu is a constructive step which enhances the parties' ability to focus on achieving a comprehensive solution to the issues raised by the FTC." The tender offer for Delchamps, which is scheduled to expire at 5:00 p.m., New York City time, on September 12, 1997, will not be consummated until the expiration or termination of the Hart-Scott waiting period or any other period during which Jitney-Jungle may agree with antitrust authorities not to purchase Delchamps' shares. The tender offer is also subject to other terms and conditions, including provisions permitting Jitney-Jungle to extend the offer under certain circumstances, as disclosed in the offer to purchase. # # # 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-----