-----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, UQvAY0oBNeXcCV88uj/cNs66xDHzFdcg6wzx7yooF32wC8IuiYmRlvys6eXmRLdz pdlwbMNK+Txn4viNvoxeEA== 0000912057-97-025990.txt : 19970805 0000912057-97-025990.hdr.sgml : 19970805 ACCESSION NUMBER: 0000912057-97-025990 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970804 SROS: NONE 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: 1934 Act SEC FILE NUMBER: 005-34753 FILM NUMBER: 97651174 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. 2) 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. 2 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 (collectively, the "Schedule 14D-1"). The purpose of this Amendment No. 2 is to amend and supplement Items 9 and 10 of the Schedule 14D-1 as described below. ITEM 9. FINANCIAL STATEMENTS OF CERTAIN BIDDERS. On July 25, 1997, Parent filed its Annual Report on Form 10-K for the fiscal year (53 weeks) ended May 3, 1997 (the "Parent 1997 10-K"). Set forth below are certain summary consolidated financial data with respect to Parent excerpted or derived from financial information contained in the Parent 1997 10-K and Parent's Annual Report on Form 10-K for the fiscal year ended April 27, 1996 (52 weeks). More comprehensive financial information is included in such reports and other documents filed by Parent with the Commission, and the following summary is qualified in its entirety by reference to such reports and such documents and all the financial information (including any related notes) contained therein. JITNEY-JUNGLE STORES OF AMERICA, INC. SELECTED CONSOLIDATED FINANCIAL INFORMATION (IN THOUSANDS OF DOLLARS, EXCEPT PER SHARE DATA)
YEAR ENDED ---------------------------------------- (53 WEEKS) (52 WEEKS) (52 WEEKS) MAY 3 APRIL 27 APRIL 29 1997 1996 1995 ------------ ------------ ------------ Operating Results Data: Net Sales............................................................. $ 1,228,533 $ 1,179,318 $ 1,173,927 Earnings before income taxes and extraordinary item................... 1,085 24,977 30,220 Net earnings.......................................................... 746 14,459 18,803 Common Stock Data: Net earnings (loss) per common and common equivalent share before extraordinary item.................................................. $ (16.26) $ 162.88 $ 923.15 Extraordinary item.................................................... -- (15.96) -- Net earnings (loss) per common and common equivalent share............ (16.26) 146.92 923.15 Financial Position Data: Total assets.......................................................... $ 267,845 $ 279,003 $ 312,415 Working capital....................................................... (92) 26,449 71,929 Long-term debt........................................................ 208,000 239,059 38,727 Shareholders' equity (deficit)........................................ (152,002) (144,815) 140,216
ITEM 10. ADDITIONAL INFORMATION. (f) On July 31, 1997, the Company issued a press release with respect to its financial performance for the 52-week fiscal year ended June 28, 1997. According to the press release, the Company reported 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 for 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%. For additional information with respect to the Company's financial performance for the 52-week fiscal year ended June 28, 1997, see Amendment No. 1 to the Company's Schedule 14D-9 filed with the Commission on August 1, 1997. SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify the information set forth in this Amendment No. 2 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 4, 1997 -----END PRIVACY-ENHANCED MESSAGE-----