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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.
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-25260 95-4161591
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(State or Other Juris- (Commission File (IRS Employer
diction of Incorporation) Number) Identification No.)
6422 Harney Road, Tampa, Florida 33610
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (813)621-0200
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(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 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).
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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 11, 1996 By: /s/ Ronald E. Johnson
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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. (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).