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): October 31, 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)
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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 a wholly-
owned subsidiary of Parent, and the Company.
Following the satisfaction of the conditions to the
consummation of the Merger (as hereinafter defined), as a result
of the Merger, Sub will be merged with and into the Company (the
"Merger") with the Company to continue as the surviving
corporation. In the Merger, each share of the Company's common
stock, par value $.01 per share (the "Common Stock"), other than
shares of Common Stock cancelled pursuant to the Merger Agreement
or shares of Common Stock the holders of which have exercised
appraisal rights under Delaware Law, will be converted into the
right to receive $26.00 per share, in cash. The Merger is
conditioned, among other things, upon the approval of the holders
of at least a majority of the outstanding shares of Common Stock
entitled to vote thereon and upon the expiration of certain
regulatory waiting periods.
To induce Parent and Sub to enter into the Merger Agreement,
several stockholders of the Company (each a "Certain
Stockholder") entered into a Stockholders Agreement dated
October 31, 1996 with Parent and Sub (the "Stockholders
Agreement"), pursuant to which, among other things, each Certain
Stockholder agrees to vote its shares of Common Stock to approve
the Merger Agreement and in favor of the Merger, and grants to
the Sub an irrevocable option to purchase the Common Stock owned
by such Certain Stockholder. Collectively, the Certain
Stockholders own approximately 67% of the outstanding shares of
Common Stock.
On October 30, 1996, prior to the execution of the Merger
Agreement, the Company amended its Rights Agreement (the "Rights
Amendment"), dated as of April 13, 1995, by and between Fleet
National Bank (successor to Shawmut Bank Connecticut, N.A.), as
Rights Agent (the "Rights Agreement"), with the effect of
exempting the events and transactions contemplated by the Merger
Agreement from the Rights Agreement.
The Merger Agreement, the Rights Amendment and the
Stockholders Agreement are attached hereto as Exhibits 2, 4 and
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10, respectively, and are incorporated herein by reference. The
foregoing descriptions of the Merger Agreement, the Rights
Amendment and the Stockholders Agreement are qualified in their
entirety by reference to those documents filed hereto as
exhibits.
Additional information with respect to the transaction is
included in the press release issued October 31, 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.
(4) Second Amendment to the Rights
Agreement, dated as of October 30, 1996,
between Kash n' Karry Food Stores, Inc.
and Fleet National Bank (successor to
Shawmut Bank Connecticut, N.A.), as
Rights Agent.
(10) Stockholders Agreement, dated as of
October 31, 1996, among Food Lion, Inc.,
KK Acquisition Corp., Kash n' Karry Food
Stores, Inc. and the stockholders of
Kash n' Karry Food Stores, Inc.
signatory thereto.
(99) Food Lion, Inc. and Kash n' Karry Food
Stores, Inc. Press Release, dated
October 31, 1996.
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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.
KASH N' KARRY FOOD STORES, INC.
Date: November 1, 1996 By: /s/ Ronald E. Johnson
-------------------------------
Name: Ronald E. Johnson
Title: Chairman of the Board,
President and Chief
Executive Officer
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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.
(4) Second Amendment to the Rights Agreement,
dated as of October 30, 1996, between Kash
n' Karry Food Stores, Inc. and Fleet
National Bank (successor to Shawmut Bank
Connecticut, N.A.), as Rights Agent.
(10) Stockholders Agreement, dated as of
October 31, 1996, among Food Lion, Inc., KK
Acquisition Corp., Kash n' Karry Food
Stores, Inc. and the stockholders of Kash
n' Karry Food Stores, Inc. signatory
thereto.
(99) Food Lion, Inc. and Kash n' Karry Food
Stores, Inc. Press Release, dated
October 31, 1996.