-----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, HCGXzrNq9PCIbZqhjkncruMss1X5qwf9HK9xclTNtbapal+vz4ByNdzu82Mpq3sp Q5HlV9WqDbsVWTQuxE3vvg== 0000945723-96-000014.txt : 19961113 0000945723-96-000014.hdr.sgml : 19961113 ACCESSION NUMBER: 0000945723-96-000014 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961108 ITEM INFORMATION: Other events FILED AS OF DATE: 19961112 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: KASH N KARRY FOOD STORES INC CENTRAL INDEX KEY: 0000842913 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-GROCERY STORES [5411] IRS NUMBER: 954161591 STATE OF INCORPORATION: DE FISCAL YEAR END: 0730 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-25260 FILM NUMBER: 96657899 BUSINESS ADDRESS: STREET 1: 6422 HARNEY RD CITY: TAMPA STATE: FL ZIP: 33610 BUSINESS PHONE: 8136210276 8-K 1 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 12 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 8, 1996 Kash n' Karry Food Stores, Inc. - ----------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Delaware 0-25260 95-4161591 - ----------------------------------------------------------------- (State or Other Juris- (Commission File (IRS Employer diction of Incorporation) Number) Identification No.) 6422 Harney Road, Tampa, Florida 33610 - ----------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (813)621-0200 - ----------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) 2 Item 5. Other Events. On October 31, 1996, Kash n' Karry Food Stores, Inc., a Delaware corporation (the "Company"), entered into an Agreement and Plan of Merger (the "Merger Agreement"), by and among Food Lion, Inc., a North Carolina corporation ("Parent"), KK Acquisition Corp., a Delaware corporation ("Sub") and an indirect wholly-owned subsidiary of Parent, and the Company. The Merger Agreement was previously reported on the Company's Current Report on Form 8-K dated October 31, 1996. On November 8, 1996, Parent announced that it would commence, within five business days, an all-cash tender offer for all of the issued and outstanding common shares of the Company at the price of $26.00 per share. This announcement was made pursuant to the Merger Agreement. Additional information with respect to the transaction is included in the press release issued November 8, 1996 attached hereto as Exhibit 99. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (a) Not Applicable. (b) Not Applicable. (c) Exhibit No. Description (2) Agreement and Plan of Merger, dated as of October 31, 1996, by and among Food Lion, Inc., KK Acquisition Corp. and Kash n' Karry Food Stores, Inc. (previously filed as Exhibit (2) to the Company's Current Report on Form 8-K dated October 31, 1996, which exhibit is hereby incorporated by reference herein). (99) Food Lion, Inc. and Kash n' Karry Food Stores, Inc. Press Release, dated November 8, 1996 (filed herewith). 3 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 hereunto duly authorized. KASH N' KARRY FOOD STORES, INC. Date: November 11, 1996 By: /s/ Ronald E. Johnson ----------------------------- Name: Ronald E. Johnson Title: Chairman of the Board, President and Chief Executive Officer 4 KASH N' KARRY FOOD STORES, INC. EXHIBIT INDEX TO CURRENT REPORT ON FORM 8-K Exhibit (2) Agreement and Plan of Merger, dated as of October 31, 1996, by and among Food Lion, Inc., KK Acquisition Corp. and Kash n' Karry Food Stores, Inc. (previously filed as Exhibit (2) to the Company's Current Report on Form 8-K dated October 31, 1996, which exhibit is hereby incorporated by reference herein). (99) Food Lion, Inc. and Kash n' Karry Food Stores, Inc. Press Release, dated November 8, 1996 (filed herewith). EX-99 2 FOOD LION NEWS - ---------------------------------------------------------------- P.O. Box 1330 -- Salisbury, NC 28145-1330 -- (704) 633-8250 November 8, 1996 Contact: Chris Ahearn (704) 633-8250, Ext. 2892 For Immediate Release FOOD LION, INC. TO COMMENCE ALL-CASH, $26.00 PER SHARE, TENDER OFFER AS FIRST STEP IN KASH N' KARRY FOOD STORES, INC. MERGER SALISBURY, NC and TAMPA, FL -- Food Lion, Inc. (Nasdaq-NNM: FDLNA, FDLNB) of Salisbury, North Carolina, and Kash n' Karry Food Stores, Inc. (Nasdaq-NNM: KASH) of Tampa, Florida, announced today that Food Lion will commence, within five business days, an all-cash tender offer for all of the issued and outstanding common shares of Kash n' Karry at the price of $26.00 per share. This announcement comes pursuant to the previously announced definitive merger agreement between the two companies. Food Lion and Kash n' Karry said that the decision to effect the transaction by means of a first-step tender offer reflected their shared objective of allowing the shareholders, customers and employees of both companies to realize the benefits of the transaction at the earliest possible date. It is contemplated that the merger will be effected without the necessity of a Kash n' Karry stockholder vote if more than 90% of Kash n' Karry's outstanding shares are acquired in the tender offer. As announced on October 31, 1996, Kash n' Karry's Board of Directors has unanimously approved the transaction and recommended approval and adoption of the merger by Kash n' Karry's stockholders. Institutional investors, who together own approximately 67% of Kash n' Karry's outstanding common stock, have committed to support the transaction, have granted proxies and options on their shares in favor of Food Lion, and have agreed to tender their shares in the tender offer. Consummation of the merger, which is subject to satisfaction of certain conditions, including the expiration of applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, is expected to occur later this year or early next year. Food Lion and its more than 72,000 employees serve more than nine million customers per week by providing Extra Low Prices and More at more than 1,100 stores in 14 states. -30- -----END PRIVACY-ENHANCED MESSAGE-----