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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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) July 14, 1997
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JITNEY-JUNGLE STORES OF AMERICA, INC.
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(Exact name of registrant as specified in its charter.)
MISSISSIPPI 33-80833 64-0280539
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(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification Number)
incorporation)
1770 Ellis Avenue, Suite 200, Jackson, MS 39204
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(Address of Principal Executive Offices - Zip Code)
(601) 965-8600
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(Registrant's telephone number, including area code)
N/A
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(Former name and former address, if changed since last report.)
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Item 5. Other Events.
On July 8, 1997, Jitney-Jungle Stores of America, Inc., a Mississippi
corporation (the "Company") entered into an Agreement and Plan of Merger (the
"Merger Agreement") by and among the Company, Delta Acquisition Corporation, an
Alabama corporation and a wholly-owned subsidiary of the Company ("Sub"), and
Delchamps, Inc., an Alabama corporation ("Delchamps").
Pursuant to the Merger Agreement, the Company has caused Sub to commence an
all-cash tender offer (the "Offer") for all of Delchamps' outstanding common
stock, par value $.01 per share (the "Common Stock") at a price of $30.00 per
share. The Offer is conditioned upon, among other things, there being tendered
and not withdrawn prior to the expiration date of the Offer at least two-thirds
of the outstanding Delchamps' shares. The Offer initially will expire at 12:00
midnight, NYC time, on Friday, August 8, 1997, but under certain circumstances
will be extended by the Company until September 12, 1997 if necessary to meet
certain conditions, including receipt of regulatory approval under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the consent of holders
of the Company's outstanding Senior Notes. The Offer may be extended by the
Company until September 12, 1997 to enable it to obtain permanent financing for
the acquisition. The Offer may be extended in other circumstances as described
in the Offer to Purchase included as an exhibit to the Schedule 14D-1 filed by
the Company with the Securities and Exchange Commission on July 14, 1997.
Following successful completion of the Offer, the Company will acquire for the
same cash price any Delchamps' shares that are not tendered by means of a merger
of Delchamps with Sub (the "Merger").
The Board of Directors of the Company and Delchamps has approved the
transaction.
The Company has obtained commitment letters from Fleet Capital Corporation
and from an affiliate of Donaldson, Lufkin & Jenrette Securities Corporation to
provide senior bank and subordinated debt financing to fund the Offer and the
Merger.
The Merger Agreement is attached hereto as Exhibit 2, and is incorporated
herein by reference. The foregoing description of the Merger Agreement is
qualified in its entirety by reference to the Merger Agreement filed hereto as
an exhibit.
On July 8, 1997, the Company issued a press release announcing the
execution of the Merger Agreement and on July 14, 1997, the Company issued a
press release announcing the commencement of the Offer. Copies of the foregoing
press releases are attached hereto as Exhibits 99.1 and 99.2, and are
incorporated herein by this reference.
Item 7. Financial Statements and Exhibits.
(a) Not Applicable.
(b) Not Applicable.
(c) Exhibits.
Exhibit No. Description
2 Agreement and Plan of Merger, dated as of
July 8, 1997, by and among Jitney-Jungle
Stores of America, Inc., Delta Acquisition
Corporation and Delchamps, Inc.
99.1 Jitney-Jungle Stores of America, Inc. and
Delchamps, Inc. Press Release, dated July 8,
1997.
99.2 Jitney-Jungle Stores of America, Inc. Press
Release, dated July 14, 1997.
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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.
JITNEY-JUNGLE STORES OF AMERICA, INC.
By: /S/Michael E. Julian
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Michael E. Julian
President and Chief
Executive Officer
Date: July 14, 1997
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