UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended January 2, 1999
_______________
Commission file number 33-80833
________
JITNEY-JUNGLE STORES OF AMERICA, INC.
_____________________________________
(Exact name of registrant as specified in its charter)
Mississippi 64-0280539
______________________________ ______________________________________
(State or other jurisdiction (I.R.S. Employer Identification Number)
of incorporation or organization)
1770 Ellis Avenue, Suite 200, Jackson, MS 39204
_________________________________________ _____
(Address of principal executive offices) (Zip Code)
(601) 965-8600
___________________________________________________
(Registrant's telephone number, including area code)
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE
____
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE
____
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. YES X NO
_______ _____
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained
herein, and will not be contained, to the best of registrant's
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or
any amendment to this form 10-K. (X )
The Company is closely-held and is not actively traded;
therefore, the aggregate market value of voting stock held
by nonaffiliates is not applicable.
The number of shares of registrant's Common Stock, par
value one cent ($.01) per share, outstanding at April 2,
1999, was 425,280.
ITEMS SUBJECT TO FORM 12b-25
The following items of this Form 10-K are the subject of a Form 12b-25
report filed with the Commission on April 2, 1999, and are not included herein:
Items 6, 7, 8, 9, 14 (1), and 14 (27.1).
CAUTIONARY NOTICE
_________________
This Annual Report on Form 10-K may contain
forward-looking statements regarding future expectations
about the Company's business, management's plans for
future operations or similar matters. The Company's actual
results could differ materially from those anticipated in
such forward-looking statements due to several important
factors including the following: deterioration in economic
conditions generally or in the Company's markets, unusual
or unanticipated costs or consequences relating to, or
changes in any acquisition and/or divestiture plans,
demands placed on management by the substantial increase
in the Company's size due to the acquisition of Delchamps,
unanticipated or unusual distribution problems, breakdown
of quality control, competitive pressures, restrictions and
costs associated with the Company's leveraged capital
structure and limitations imposed by its debt agreements,
labor disturbances, and customer dissatisfaction. Forward-
looking statements speak only as of the date made, and the
Company undertakes no obligation to update or revise such
statements to reflect new circumstances or unanticipated
events as they may occur.
JITNEY-JUNGLE STORES OF AMERICA, INC.
TABLE OF CONTENTS
ITEM PAGE
____ ____
PART I
______
1. Business 3
2. Properties 8
3. Legal Proceedings 9
4. Submission of Matters to a Vote of Security
Holders 10
PART II
_______
5. Market for the Registrant's Common Equity and
Related Stockholder Matters 10
PART III
________
10. Directors and Executive Officers of the
Registrant 44
11. Executive Compensation 48
12. Security Ownership of Certain Beneficial
Owners and Management 52
13. Certain Relationships and Related Transactions 54
PART IV
_______
14. Exhibits, Financial Statement Schedules and
Reports on Form 8-K 56
Item 1. Business
General
Jitney-Jungle Stores of America, Inc. and
subsidiaries (the "Company") is a leading operator of
supermarkets in the Southeast. As of January 2, 1999 the
Company operated 198 stores located throughout
Mississippi, Alabama and Louisiana and in selected
markets in Tennessee, Arkansas and Florida. The
Company is the largest supermarket operator in
Mississippi, with 82 stores.
On July 8, 1997, the Company entered into a
definitive merger agreement with Delchamps, Inc.
("Delchamps"), an Alabama corporation. On September
12, 1997, Delta Acquisition Corporation ("DAC") a wholly
owned subsidiary of the Company, completed an all cash
tender offer for shares of Delchamps and accepted for
payment approximately 75% of such shares. On November
4, 1997, DAC was merged with and into Delchamps.
Delchamps was the surviving corporation and became a
wholly-owned subsidiary of the Company. In connection
with the acquisition, the Company, among other things, (i)
issued and sold $200 million of unsecured senior
subordinated notes due 2007 (the "Senior Subordinated
Notes") and (ii) entered into a $150 million revolving credit
agreement (the "Senior Credit Facility") with Fleet Bank,
N.A., which replaced the then existing $100 million
revolving credit agreement ("Credit Facility") with Fleet
Bank, N.A.
The proceeds from the sale of the Senior
Subordinated Notes and the borrowing under the Senior
Credit Facility and the use of existing cash balances of the
Company were used to repay certain outstanding
Delchamps indebtedness, purchase Common Stock from
Delchamps shareholders and pay fees and expenses related
to the acquisition of Delchamps.
Through a public offering, the Company issued and
sold the Senior Subordinated Notes which bear interest at a
rate of 10 3/8% per annum, payable semi-annually on
March 15 and September 15 of each year. In addition, the
Company entered into a revolving credit agreement on
March 5, 1996 which provided a $100 million Credit
Facility and subsequently, on September 15, 1997 the
Company amended and restated the agreement to provide a
$150 million Senior Credit Facility. The Senior Credit
Facility was further amended and restated on March 1,
1999 to provide a $162.3 million facility. The borrowings
outstanding under the Senior Credit Facility at January 2,
1999 were $112.9 million. The commitments under the
Senior Credit Facility will terminate, and all loans
outstanding thereunder will be required to be repaid in full
on March 15, 2004. Both the Senior Subordinated Notes
and the Senior Credit Facility restrict future payment of
dividends.
On November 16, 1995, the Company and JJ
Acquisitions Corp. ("JJAC") entered into an Agreement
and Plan of Exchange and of Merger (the "Merger"). In
connection with the Merger on March 5, 1996, JJAC
among other things, (i) issued and sold $200 million of
unsecured senior notes due 2006 (the "Senior Notes"), (ii)
entered into a $100 million revolving credit agreement
("the Credit Facility") with Fleet Bank, N.A. (formerly
NatWest Bank, N.A.), (iii) issued and sold Common Stock
and a warrant in the aggregate amount of $7.4 million, and
(iv) issued and sold three classes of Preferred Stock in the
aggregate amount of $57.6 million. The proceeds from the
sale of the notes, the Common Stock, warrants and
Preferred Stock, together with borrowing under the Credit
Facility and the use of existing cash balances of the
Company were used to repay certain outstanding
indebtedness, purchase Common Stock from existing
shareholders and pay fees and expenses related to the
Merger. JJAC was merged with and into the Company,
with the Company continuing as the surviving corporation.
Upon the completion of the Merger, Bruckmann, Rosser,
Sherrill & Co., L.P., owned 356,250 shares or
approximately 83.82% of the Company's outstanding
Common Stock on an undiluted basis.
Through a public offering, JJAC issued and sold the
Senior Notes which bear interest at a rate of 12% per
annum, payable semiannually on March 1 and September 1
of each year. In addition, on March 5, 1996, the Company
entered into the Credit Facility (which has been replaced by
the Senior Credit Facility). The Senior Notes restrict
future payment of dividends.
Store Formats
Through its 80 years of operations in the Southeast,
the Company has developed a strong consumer franchise,
with many of its stores located in prime, high-traffic sites
that provide significant competitive advantages. The
Company currently operates supermarkets under three
formats, each targeting specific market segments: (i)
conventional supermarkets operating under the "Jitney-
Jungle" and "Delchamps" name, (ii) combination food and
drug supermarkets operating primarily under the "Jitney
Premier" and "Delchamps Premier" name and (iii) discount
supermarkets operating primarily under the "Sack and
Save" name. The Company currently operates 198
supermarkets (161 conventional stores averaging
approximately 35,000 square feet, 21 Premier combination
stores averaging approximately 52,000 square feet and 16
discount stores averaging approximately 61,500 square
feet), 54 gasoline stations and 10 liquor stores including
recent changes made subsequent to fiscal year end. Of the
161 conventional, 54 have departments sufficient to be
combination stores but have not been converted to the
Premier format. All of the Company's conventional and
combination supermarkets utilize a "Hi-Lo" pricing
strategy (featuring competitive prices on all product
offerings as well as a selection of items that are promoted at
lower prices to generate increased customer traffic), offer a
wide range of specialty departments and deliver high levels
of service to customers. The Company has developed its
"Gold Card" frequent shopper program (which gives
customers discounts and promotions not available to non-
participating customers). This program has been in effect
in the Jitney stores since January 1997 and was introduced
in the Delchamps stores during the first half of 1998. Also,
the 21 combination supermarkets offer expanded general
and specialty merchandise, a wider range of full-service
departments, expanded beauty care and pharmacy
departments, and superior customer service. The
Company's 16 discount supermarkets utilize an everyday
low price strategy (featuring consistently low prices aimed
at the value conscious shopper). The discount
supermarkets have lower operating costs than the
conventional and combination supermarkets due to fewer
service departments, lower customer service levels and
enhanced productivity methods. The Company also
operates 54 gasoline stations and 10 liquor stores at
selected supermarket sites. The Company features
nationally advertised and distributed merchandise, and also
markets food products under a private label program.
Competition
The Company's business is highly competitive.
Competition is based primarily on supermarket location,
price, service, convenience, cleanliness and product quality
and variety. The Company competes with several national,
regional and local supermarket chains. The Company is
also in competition with convenience stores, stores owned
and operated or otherwise affiliated with large food
wholesalers, unaffiliated independent food stores,
merchandise clubs, discount drugstore chains and discount
general merchandise chains. The Company's principal
competitors have greater financial resources than the
Company and could use those resources to take steps which
could adversely affect the Company's competitive position
and financial performance, and the Company's ability to
compete may be adversely affected by its high leverage and
the limitations imposed by its debt agreements.
Employees
As of March 31, 1999, the Company employed
approximately 17,000 people, of whom approximately 44%
were full-time and 56% were part-time employees. None
of the employees of the Company are covered by a
collective bargaining agreement.
The Company has an incentive compensation plan
covering its key management staff under which incentive
compensation for store operations is based upon the results
of profitability of the operations within the scope of their
management responsibility. Also, the Company has
established a Stock Option Plan pursuant to which certain
key management have been granted options to acquire
shares of common stock of the Company (subject to certain
restrictions) at a price determined at the time of issuance to
be an estimate of fair market value.
Trade Names, Service Marks, Trademarks and
Franchises
The Company uses a variety of trade names, service
marks and trademarks. Except for "Jitney-Jungle", "Sack
and Save", and "Pump and Save", the Company does not
believe any of such trade names, service marks or
trademarks are material to its business. "Jitney-Jungle" is
registered with the U.S. Patent and Trademark Office and
"Sack and Save", and "Pump and Save" are registered in
the various states where the company operates. The
Company is in the process of registering "Delchamps" with
the U.S. Patent and Trademark Office.
Environmental Matters
The Company is subject to federal, state and local
laws and regulations including those relating to
environmental protection, workplace safety, public health
and community right-to-know. The Company's
supermarkets are not highly regulated under environmental
laws since the Company does not engage in any industrial
activities at these locations. The principal environmental
requirements applicable to the Company's operations relate
to the ownership or use of tanks for the storage of
petroleum products, such as gasoline and diesel fuel, the
operation of on-site paper trash incinerators, and the
operation of an on-site printing facility. The Company
operates 56 locations (including all 54 of the Pump and
Save locations), and has retained responsibility for three
former facilities, at which petroleum products were stored
in underground tanks. The Company has instituted an
environmental compliance program designed to insure that
these tanks are in compliance with applicable technical,
operational and regulatory requirements, including periodic
inventory reconciliation and integrity testing. The
Company also operates small incinerators at 18 locations
which burn paper trash and has air permits for these
facilities. In addition, the Company's printing facility is
subject to air and hazardous waste regulations. The
Company's locations may have asbestos-containing
materials which must be managed in accordance with
environmental laws and regulations. However, the
Company does not believe that the cost of such
management will be material. The Company believes that
the locations where it currently operates are in substantial
compliance with regulatory requirements.
The Company has undertaken programs to comply
with all current regulatory obligations. First, at five
locations, the Company had to comply with petroleum tank
upgrade or closure requirements under the Resource
Conservation and Recovery Act of 1980, as amended,
("RCRA") (including all applicable requirements of state
regulatory agencies) which were met by the end of 1998.
Second, during 1999, the Company is planning to complete
retrofitting of its chlorofluorocarbons ("CFC") chiller units
to utilize non-CFC based refrigerants pursuant to the phase-
out of CFCs under the Clean Air Act. Future events, such
as changes in existing laws and regulations or their
interpretation and the approach of other compliance
deadlines may or will give rise to additional compliance
costs or liabilities. Compliance with more stringent laws or
regulations, as well as different interpretations of existing
laws, may require additional expenditures by the Company
which may be material.
The Company may also be subject to requirements
related to the remediation of, or the liability for remediation
of, substances that have been released to the environment at
properties owned or operated by the Company or at
properties to which the Company sends substances for
treatment or disposal. Such remediation requirements may
be imposed without regard to fault and liability for
environmental remediation can be substantial. Other than
one previously owned property for which the Company
retained responsibility for a clean-up in progress at the time
of the sale, the Company has not been notified of any such
releases relating to off-site treatment or disposal or to
previously owned properties. However, 16 of the
Company's locations have been or currently are the subject
of environmental investigations or remediation, 12 as a
consequence of known or suspected petroleum-related leaks
or spills from storage tanks and four for minor spills or
releases unrelated to tank usage.
The Company may be eligible for reimbursement or
payment for remediation costs associated with future
releases from its regulated underground storage tanks and
has obtained such reimbursement in the past. The states in
which the Company operates each maintain a fund to assist
in the payment of remediation costs and injury or damage
to third parties from releases from certain registered
underground tanks. Subject to certain deductibles, the
availability of funds, compliance status of the tanks and the
nature of the release, these funds have been and may be
available to the Company for use in remediating releases
from its tank systems. Due to the availability of such
funds, the Company's unreimbursed cost for remediation at
all of the facilities which have had leaks or spills from
underground storage tanks has not been material. All
significant required expenditures in connection with the
clean up of such leaks and spills have been made at such
locations, except at two locations which are undergoing
remediation investigation and three other locations which
are currently being monitored. Remediation expenses at all
the locations which are currently the subject of
environmental investigation or remediation are anticipated
to cost up to $240,000 in fiscal 1999 and approximately
$125,000 per year thereafter, substantially all of which is
subject to reimbursement as described above. In addition,
the Company has obtained insurance coverage for bodily
injury, property damage and corrective action expenses
resulting from releases of petroleum products from
underground storage tanks during the covered period at all
55 underground storage tank locations (54 Pump and Save
locations plus a transportation fuel island located in
Jackson, MS).
Other than expenditures relating to the remediation
of tank leaks and spills described above, the Company's
expenditures to comply with environmental laws and
regulations have primarily consisted of those related to tank
upgrading and retrofitting CFC chiller units. The Company
spent $170,000, $130,000, $914,000 and $468,000 for such
activities during fiscal 1998, 1997 stub, fiscal 1997 and
1996, respectively. Between approximately $175,000 and
$200,000 in expenditures are contemplated for retrofitting
the CFC units in fiscal 1999. All expenditures necessary to
upgrade all Pump and Save tanks to comply with 1998 tank
standards were completed in fiscal 1998. These regulatory
compliance costs are not covered by insurance.
Governmental Regulation
The Company is subject to regulation by a variety
of governmental agencies, including but not limited to the
United States Food and Drug Administration, the United
States Department of Agriculture and other federal, state
and local agencies.
Fiscal Year Change
The Company reports results of operations on a 52
or 53 week fiscal year. For fiscal years 1996 and 1997 the
fiscal year ended on the Saturday nearest to April 30 of
each year. The Company changed its fiscal year end on
January 3, 1998 to the closest Saturday to December 31 of
each year. This change created a "stub" year of 35 weeks
for fiscal year ended January 3, 1998.
Item 2. Properties
___________________
The following table recaps store data for fiscal
1998, 1997 stub, 1997 and 1996:
Fiscal
__________________________
1998 1997 1997 1996
stub
______ ______ ______ ______
Stores Beginning of 217 105 103 106
Year
Acquired 118
Opened 3 2 4
Closed 22 6 7
______ ______ ______ ______
End of Year 198 217 105 103
====== ====== ====== ======
Store Composition Conventional 165 185 76 72
at Year End Combination 17 11 2 2
Discount 16 21 27 29
______ ______ ______ ______
Total 198 217 105 103
====== ====== ====== ======
Average Square Feet Conventional 35,300 35,000 26,500 26,000
Combination 52,000 56,000 56,900 56,100
Discount 61,500 60,000 57,800 57,100
Store Locations Mississippi 82 89 73 71
at Year End Alabama 49 53 11 11
Arkansas 5 5 5 5
Florida 15 17 2 2
Tennessee 6 7 7 7
Louisiana 41 46 7 7
______ ______ ______ ______
Total 198 217 105 103
====== ====== ====== ======
Gasoline Stations Beginning of 54 53 46 37
Year
Opened 2 2 7 11
Closed 2 1 0 2
______ ______ ______ ______
End of Year 54 54 53 46
====== ====== ====== ======
Gasoline Station Mississippi 45 45 43 38
Locations Alabama 2 2 2 2
at Year End Arkansas 2 2 2 1
Florida 0 1 1 1
Tennessee 5 4 4 3
Louisiana 0 0 1 1
______ ______ ______ ______
Total 54 54 53 46
====== ====== ====== ======
All of the Company's store properties are leased,
with the exception of one store. These leases generally
obligate the Company to pay its proportionate share of real
estate taxes, common area maintenance charges and
insurance costs. In addition, such leases generally provide
for percentage of sales rent when sales from the store
exceed a certain dollar amount. These leases are usually
long-term, with one or more renewal options. With the
exception of three leases which will expire in 1999 (two
of which are in negotiations for new leases) and with
the exception of four leases, one of which
will expire in each of the years 2001 through 2004, all
leases will expire between 2005 and 2043 if the Company
exercises all of its renewal options. The Company owns all
of its furnishing and fixtures in all supermarkets except for
approximately $3.2 million of supermarket point-of-sale
equipment which is leased, and has made various leasehold
improvements to these supermarket sites. It is anticipated
that the Company will own the furnishings and fixtures in
all supermarkets under construction.
At the beginning of the year, certain parties
affiliated with the Company held 20 leases, representing
approximately 23% of the dollar amount of the Company's
capital leases. Through disposition by these parties and/or
the Company, this number was reduced to 8 leases by the
end of the year and now represents approximately 6% of
the dollar amount of the Company's capital leases.
Management believes that each of these leases was
contracted for on an arm's length basis and contains terms
that are no less favorable to the Company than could have
been obtained with non-affiliated parties at the time each
was entered into.
The Company owns all of its warehouse and
distribution facilities except for a 120,000 square-foot dry
grocery and health and beauty care facility and a 177,000
square foot dry grocery warehouse which the Company
occupied in July 1998. The leases on these facilities expire
on July 31, 2004 and September 30, 2006, respectively
(including all renewal options). The table below details
Jitney-Jungle's warehousing and distribution facilities by
function. These warehouses and distribution facilities are
located in Jackson, Mississippi.
Function Square Feet
________ ___________
Dry Grocery ........................... 415,000
Dry Grocery (new) ..................... 177,000
Meat and Dairy ........................ 90,000
Dry Grocery and Health and Beauty Care. 120,000
Transportation and Damage Reclaim...... 73,000
Produce, Eggs and Floral............... 67,000
Frozen Foods........................... 79,000
_________
Total Warehouse....................... 1,021,000
=========
During the year, management consolidated the
corporate headquarters of the Company's combined
operations into the existing corporate headquarters of
Jitney-Jungle in Jackson, Mississippi. A divisional office
was opened in Mobile and the Delchamps' Mobile
headquarters which occupied a 65,000 square-foot building
was closed and is presently being offered for sale. A 2.7
acre parcel adjacent to the headquarters was sold in
December 1998. In addition, the 665,900 square-foot
Hammond warehouse was closed and is also being offered
for sale (including a 175-acre parcel adjacent to the
warehouse). Likewise, ten undeveloped parcels of land
owned by the Company are presently being offered for sale.
Item 3. Legal Proceedings and Legal Matters
In May 1998, the Company's wholly-owned
subsidiary Delchamps, Inc. instituted a proceeding in the
Circuit Court of Mobile County, Alabama petitioning the
court to determine the fair value (as defined in the Alabama
Business Corporation Act) of 689,884 shares of former
Delchamps, Inc. common stock held by persons purporting
to exercise dissenters' rights in connection with the
Delchamps Acquisition. Delchamps, Inc. estimates such
fair value to be $20 per share; the dissenting shareholders
have demanded payment of $68 per share. The Company
has deposited $20 per share in cash with the clerk of the
court, as required by law. In its financial statements, the
Company has accounted for the acquisition of these shares
at a price of $30 per share, which was the price paid by the
Company to other former Delchamps, Inc. shareholders.
Any final determination that the shares formerly held by
dissenting shareholders have a fair value of less or more
than $30 per share would be reflected as a decrease or
increase in the Company's goodwill, which is being
amortized over a 40 year period. The Company does not
expect the outcome of this matter to have a material effect
on the Company's results of operations or the price of the
acquisition, although no assurances can be given.
Pursuant to a Federal Trade Commission Consent
Order dated January 28, 1998, approving the Agreement
Containing Consent Order entered into in September 1997
by the Company in connection with the Delchamps
Acquisition, the Company may not acquire or lease any
supermarket for a 10-year period in Hancock, Harrison,
Jackson, Lamar, Forrest and Warren Counties in
Mississippi and Escambia County in Florida without
complying with notice and waiting period requirements
similar to those imposed under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976. Such counties,
generally, are those where stores were located which were
required to be divested by the Federal Trade Commission in
connection with the Delchamps Acquisition. Metropolitan
areas located in such counties include Vicksburg,
Hattiesburg, Gulfport, Biloxi, Pascagoula and Waveland,
Mississippi and Pensacola, Florida. The Company is
permitted to construct supermarkets in such counties
without prior notice to the Federal Trade Commission. In
addition, the Company is prohibited from attempting to
restrict the ability of any other person to operate a
supermarket that the Company (including Delchamps)
formerly owned in those counties.
Other than with respect to the foregoing matters, the
Company is not a party to any material pending legal
proceedings except ordinary litigation incidental to the
conduct of its business and the ownership of its properties.
Item 4. Submission of Matters to a Vote of Security Holders
There were no matters submitted to a vote of
security holders during the fourth quarter of its fiscal period
ended January 2, 1999.
PART II
Item 5. Market for the Registrant's Common Equity
and Related Stockholder Matters
The Company is closely held and is not actively
traded at this time; therefore, there is not a current market.
As of January 2, 1999, there were thirty-five (35)
holders of record of Common Stock.
There were no dividends paid by Jitney-Jungle to its
shareholders during fiscal 1998, fiscal 1997 stub, fiscal
1997 or fiscal 1996. The Senior Subordinated Notes and
the Senior Credit Facility entered into by the Company
restrict future payment of dividends.
PART III
PART III
Item 10. Directors and Executive Officers of the
Registrant
The Company's Board of Directors currently has
ten directors, each serving a one-year term of office (or
until a successor is duly elected and qualified). Executive
officers of the Company serve at the discretion of the Board
of Directors. For information concerning certain
arrangements with respect to the election of directors, see
Certain Relationships and Related Transactions--
Shareholders Agreement.
Directors and Executive Officers
Name Age Position
W. H. Holman, Jr. 68 Chairman Emeritus, Director
Michael E. Julian 48 Chairman and Chief Executive Officer
Ronald E. Johnson 48 Director, President and Chief Operating Officer
R. Barry Cannada 43 Chief Administrative Officer, Executive Vice President
Richard D. Coleman 44 Executive Vice President, Chief Financial Officer
Directors and Executive Officers (Continued)
Stephen R. Harmon 46 Executive Vice President - Marketing and Merchandising
David R. Black 46 Senior Vice President, Finance - Assistant Secretary
Jerry L. Jones 47 Senior Vice President - Human Resources
Dane C. Truhett 41 Senior Vice President - Information Services
W. H . Holman, III 35 Secretary
Donald D. Bennett 62 Director
Bruce C. Bruckmann 45 Director
Joseph H. Fernandez 46 Director
Roger P. Friou 64 Director
John M. Moriarty, Jr. 42 Director
Harold O. Rosser, II 50 Director
Stephen C. Sherrill 45 Director
W. H. Holman, Jr., has been Chairman Emeritus
since August, 1998 and previously served as Chairman
from 1967 to 1998 and as Chief Executive Officer from
1967 until February 1997. Mr. Holman is the father of W.
H. Holman, III.
Michael E. Julian has been Chairman of the Board
since August, 1998 and Chief Executive Officer since
February 1997 and served as President from May 1997 to
December 1997. He has also served as a director since
April 1996. From September 1988 to May 1997, Mr.
Julian was Chairman, President and Chief Executive
Officer of Farm Fresh, Inc. ("Farm Fresh"). *
Directors and Executive Officers (Continued)
Ronald E. Johnson has been a director since May
1996 and President and Chief Operating Officer since
December 1997. He served as Chairman
and Chief Executive Officer of Farm Fresh from February
1997 to March 1998. From January 1995 to January
1997, Mr. Johnson served as Chairman, President and
Chief Executive Officer of Kash n' Karry Food Stores,
Inc. ("Kash n' Karry") and prior to January 1995 as
Executive Vice President and Chief Operating Officer of
Farm Fresh.*
R. Barry Cannada has been Chief
Administrative Officer since July of 1998 and Executive
Vice President, General Counsel, and Assistant Secretary
since January 1998. Mr. Cannada previously was as a
partner with the law firm of Butler, Snow, O'Mara,
Stevens & Cannada, PLLC from 1981 to 1997.
Richard D. Coleman was appointed as Executive
Vice President and Chief Financial Officer of the
Company effective January 4, 1999. Prior to joining the
Company, he served as Executive Vice President -
Administration and Chief Financial Officer of Farm
Fresh from March 1997 through March 1998. Mr.
Coleman was employed by Kash n' Karry as Vice
President and Controller from 1988 through 1995 and as
Senior Vice President of Administration and Chief
Financial Officer from 1996 until January 1997.*
Stephen R. Harmon has been Executive Vice
President-Marketing and Merchandising since June, 1997.
Mr. Harmon served as Retail Grocery-Senior Vice
President-Merchandising of Farm Fresh from 1982 to
June 1997.*
David R. Black has been the Senior Vice
President - Finance and Assistant Secretary since 1996.
From 1996 until January of 1999, he also served as Chief
Financial Officer. Mr. Black joined the Company in 1976
and has held various other positions with the Company
including Treasurer, Controller and Assistant Controller.
Directors and Executive Officers (Continued)
Jerry L. Jones has been the Senior Vice President
of Human Resources since January of 1999. In the latter
half of 1998 he served as Senior Vice President of Risk
Management. Prior to that he served as Senior Vice
President of Special Projects. From April 1997 to January
1998 he served as Senior Vice President of
Administration. He was the Senior Vice President -
Retail Operations from March 1996 to April 1997. He
previously served as Senior Vice President - Human
Resources since 1991. Prior to that, he served as Vice
President, Human Resources from 1989.
Dane C. Truhett has been the Senior Vice
President of Information Services since January 1999,
Vice President of Information Services since November
1997, and Director of Application Development since
1994. Prior to that time, Mr. Truhett was employed by
IBM as a consultant.
W. H. Holman, III has been Secretary since 1996.
He is also President of Pump And Save, Inc., the
Company's gasoline station subsidiary. He has 13 years of
supermarket industry experience, and previously served as
the Company's Senior Vice President-Sales and
Marketing. Mr. Holman is the son of W. H. Holman, Jr.
Donald D. Bennett has been a director since
September 1997. Mr. Bennett has been Chairman of the
Board of Richfood Holdings, Inc. since 1980.
Bruce C. Bruckmann has been a director since
1996 and a principal of the BRS Fund since its formation
in 1995. Mr. Bruckmann was an officer and subsequently
a Managing Director of Citicorp Venture Capital from
1983 through 1995. Previously, Mr. Bruckmann was an
associate at the New York law firm of Patterson, Belknap,
Webb & Tyler. Mr. Bruckmann is a director of Mediq,
Incorporated, Penhall International, Inc. and Town Sports
International, Inc.
Directors and Executive Officers (Continued)
Joseph H. Fernandez has been a director since
December 1998. He is currently an independent investor.
Previously he was the Chairman of the Board, President
and CEO of Buttrey Food and Drug Stores Company
from September 1996 to October 1998. From September
1993 to September of 1996, Mr. Fernandez served as
President, CEO and director of the same company.
Roger P. Friou has been a director since 1984 and
a private investor since May 1997. Between March 1996
and May 1997 he served as President of the Company,
and between 1991 and 1996 he served as Vice Chairman,
Chief Financial Officer and Secretary. Other positions
previously held by Mr. Friou at the Company include
Executive Vice President and Vice President--Finance and
Controller. Mr. Friou is a director of Parkway Properties,
Inc.
John M. Moriarty, Jr. has been a director since
1996. He has been a Managing Director of Donaldson,
Lufkin & Jenrette Securities Corporation since 1989 and a
Managing Director of DLJ Merchant Banking, Inc. since
1996.
Harold O. Rosser II has been a director since 1996
and a principal of the BRS Fund since its formation in
1995. Mr. Rosser was an officer and subsequently a
Managing Director of Citicorp Venture Capital from 1987
through 1995. Previously, he spent 12 years with
Citicorp/Citibank in various management and corporate
finance positions. Mr. Rosser is a director of B&G Foods,
Inc. and Penhall International, Inc.
Stephen C. Sherrill has been a director since 1996
and a principal of the BRS Fund since its formation in
1995. Mr. Sherrill was an officer and subsequently a
Managing Director of Citicorp Venture Capital from 1983
through 1995. Previously, he was an associate at the New
York law firm of Paul, Weiss, Rifkind, Wharton &
Garrison. Mr. Sherrill is a director of Alliance Laundry
Systems, LLC, Galey & Lord, Inc., B&G Foods, Inc.,
Mediq Incorporated.
Directors and Executive Officers (Continued)
*Farm Fresh filed a voluntary petition under
federal bankruptcy laws in connection with a "pre-
packaged" bankruptcy in January 1998, and the plan of
reorganization was confirmed by the Bankruptcy Court in
February 1998 and became effective in March 1998.
Kash n' Karry filed a voluntary petition under federal
bankruptcy laws in connection with a "pre-packaged"
bankruptcy in November 1994. The plan of
reorganization was confirmed by the Bankruptcy Court
and became effective in December 1994.
Item 11. Executive Compensation
The following table summarizes the compensation
paid or accrued by the Company during fiscal 1998, 1997
stub, 1997 and 1996 for the Chief Executive Officer and
for each of the four most highly compensated executive
officers of the Company during fiscal 1998. The table
also includes one other individual who was not an
executive officer during fiscal 1998 but whose
compensation would have placed him among the most
highly compensated officers.
Summary Compensation Table
_______________________________________________________________________________________________________________
Annual Compensation Long-Term Compensation
____________________________________ _______________________________
Other
Annual Securities All Other
Compen- Underlying LTIP Compen-
Name and Principal Position Year Salary Bonus sation Options Payouts sation
<FN1> <FN2> <FN2>
___________________________ ____ ______ _____ __________ ________ _______ ________
Michael E. Julian, Chairman 1998 $450,000 $450,000 $7,089 $49,692 <FN5>
and Chief Executive Officer<FN4> 97stub 253,846 248,077 1,353 13,100 263
1997 57,692 75,000 170,000 <FN6>
Ronald E. Johnson, President 1998 400,000 400,000 56,350 2,030 <FN7>
and Chief Operating Officer 97stub 30,769 30,769 10,400
W.H. Holman, Jr., Former Chairman 1998 350,000 2,778 18,556 <FN8>
Current Chairman Emeritus<FN4> 97stub 235,577 117,788 1,988 10,583
1997 331,182 162,920 2,633 15,795
1996 315,100 121,193 2,216 1,894,039 15,840
R. Barry Cannada, Chief 1998 264,904 231,250 2,237 2,237 <FN9)
Administrative Officer, Executive 97 stub 5,385
Vice President, General Counsel
and Assistant Secretary
Stephen R. Harmon, Executive Vice 1998 175,000 87,503 11,888 8,687 <FN10>
President Merchandising and 97stub 114,231 67,115 1,200
Marketing
David R. Black, Senior Vice 1998 150,000 75,000 1,507 6,136 <FN11>
President- Finance 97 stub 94,330 76,775 1,112 850 2,024
1997 125,000 9,865 1,513 2,835
1996 120,768 13,846 1,327 2,820
<FN1> Other annual compensation includes the annual estimated value
of an automobile furnished by the Company. Additionally, for
Messrs. Julian, Johnson and Harmon annual compensation also
includes $3,571, $52,795 and $9,425, respectively, for amounts
paid in connection with relocation.
<FN2> Represents number of shares of securities granted by stock
option in applicable periods.
<FN3> Includes distributions from the Company's deferred
compensation plan. During fiscal 1996, the Company recognized
a special charge of approximately $1.8 million attributable to an
employment agreement which allows future payments to be
received by Mr. Holman, of which $493,768 was received by
Mr. Holman in fiscal 1998.
<FN4> Effective August 14, 1998, Mr. Holman resigned his position as
Chairman of the Board and assumed the position of Chairman
Emeritus. Simultaneously, Mr. Julian was named Chairman of
the Board.
<FN5> Consists of $42,855 paid in premiums for a whole life insurance
policy for the benefit of Mr. Julian, $2,030 in premiums for
group term life insurance and $4,807 in Company contributions
under the 401(k) Plan.
<FN6> Consists of fees for consulting services provided to the Company
by Mr. Julian prior to his employment with the Company as
Chief Executive Officer.
<FN7> Consists of premiums for group term life insurance.
<FN8> Consists of $14,700 in premiums for group term life insurance
and $3,856 in Company contributions under the 401(k) Plan.
<FN9> Consists of premiums for group term life insurance.
<FN10> Consists of $1,045 in premiums for group term life insurance
and $1,683 in Company contributions under the 401(k) Plan.
<FN11> Consists of $871 in premiums for group term life insurance and
$5,265 in Company contributions under the 401(k) Plan.
STOCK OPTION PLAN
The Company has in effect an employee stock
option plan pursuant to which options to
purchase Common Stock of the Company are granted to
certain executives and key officers of
the Company. There were no option grants during the
1998 fiscal year.
Aggregated Exercised Options and
Fiscal Year-End Option Values
The following table summarizes the number and
value of all unexercised options held by
the aforementioned executive officers at January 2, 1999.
There were no options granted in Fiscal 1998.
Value of
Unexercised
Shares In-th-Money
Acquired on Options Options at
Exercised Exercisable at Fiscal Year End
Name Options Value Realized Fiscal Year End ($)(FN1)
____ ___________ ______________ _______________ _______________
exercisable/ exercisable/
unexercisable unexercisable
Michael E. Julian ---- ---- 4366.67/8733.34 224,883.50/
<FN2>,<FN3> 449,767.01
Ronald E. Johnson ---- ---- 3466.67/6933.34
<FN2>,<FN3> 0/0
R. Barry Cannada ---- ---- 1795/3590 <FN2>,<FN3> 0/0
Stephen R. Harmon ---- ---- 400/800 <FN2> 0/0
David R. Black ---- ---- 566.67/283.33 <FN2> 34,850.20/
17,424.79
W. H. Holman, Jr. ---- ---- ----/---- 0/0
____________________
<FN1> Assumes the value of the Common Stock as of January
2, 1999 was equal to $ 124.00 per share, as set by the
Compensation Committee in December of 1998 for tax
reporting purposes. The value is based, as of January 1,
1998, upon the same formula used to acquire the stock
of the Company in the recapitalization of the Company
in March of 1996. In the opinion of the Compensation
Committee, the business of the Company and the
market factors since January of 1998 do not merit any
change in that assessment of value.
<FN2> Shares vest in 1/3 portions, the first third beginning on
the first anniversary of the Vesting Commencement
Date, and the second and third portions respectively on
the second and third anniversaries of the Vesting
Commencement Dates.
<FN3> Shares fully vest (a) upon the initial public offering, or
(b) change of control, subject to shareholder approval.
Compensation of Directors
Each non-employee director of the Company is
paid an annual retainer of $12,000 plus fees of $1,000 for
each board meeting attended and $500 for each committee
meeting attended. Directors are also eligible to receive
grants of stock options, stock purchase rights and other
stock-based awards under the Company's 1997 Stock
Plan. Directors who are employees of the Company do
not receive additional compensation as directors.
Employment Agreements
W. H. Holman, Jr. has an employment contract
with the Company providing for a term of employment
through February 28, 2001. The agreement provides that
Mr. Holman, Jr. will serve as Chairman of the Board and
as Chief Executive Officer, at the discretion of the Board
of Directors. The Board of Directors appointed Michael
E. Julian as Chief Executive Officer in January 1997 and
Chairman in August 1998. Pursuant to his employment
contract, Mr. Holman will continue to serve on the Board
of Directors as Chairman Emeritus until February 28,
2001, with a salary equal to his current salary until
February 28, 1999, and and no less than $152,848 salary
thereafter.
Effective February 23, 1997, December 8, 1997,
January 1, 1998, respectively, the Company entered into
employment agreements with Messrs. Julian, Johnson and
Cannada. The agreements provide for an annual salary of
$450,000, $400,000 and $250,000 ($275,000 after July 1,
1998), and an annual bonus of up to 100%, 100% and
75% (100% after July 1, 1998) of such annual salary for
Messrs. Julian, Johnson and Cannada, respectively. In
addition, the Company has agreed to pay 20% of the
difference between the exercise price and the fair market
value of the exercised shares should Mr. Julian exercise
his options during his employment by the Company.
Either the Company or the officer may terminate the
agreement upon thirty days notice. If the Company
terminates the employment of Messrs. Julian, Johnson or
Cannada, without cause or the officer terminates for good
reason, the Company must pay such officer a sum equal to
his prorata bonus and severance equal to one year salary
plus estimated bonus. In addition, the officer will be
entitled to exercise any vested options within three
months of the termination of his employment. Each
executive has agreed not to compete for a period of one
year after the termination of his employment.
Messrs. Julian, Johnson, Cannada, each have
entered into change of control agreements with the
Company. These agreements provide that if the officer's
employment terminated within two years following a
change in control by the Company other than for cause or
by the officer for good reason, or if the officer is
terminated by the Company in anticipation of the change
of control, (i) the officer will be entitled to receive a lump
sum severance amount equal to two times such officer's
annual salary and bonus and, (ii) if any payment to the
officer pursuant to the change of control Agreement
would be subject to the 20% excise tax on excess
parachute payments, the officer's payment shall be
reduced to the greater of (i) the greatest amount that
would not be subject to such an excise tax, or (ii) the
amount that would result in the greatest after-tax benefit
to the executive. A change of control is generally defined
to occur upon (i) an acquisition of 20% or more of the
total voting power of the outstanding securities of the
Company (provided that as long as Bruckmann, Rosser,
Sherrill & Co., L.P., beneficially own either (a) more
common stock than the acquiring party, or (b) 20% or
more of the common stock of the Company, a change of
control shall not have occurred), (ii) a change in a
majority of the members of the Company's Board of
Directors, (iii) the consummation of certain mergers or
reorganizations, or (iv) approval by the stockholders of
dissolution or liquidation of the Company.
Committees and Meetings of the Board
The Board of Directors held four regular meetings
during Fiscal 1998. All directors attended at least 75% of
the total meetings of the Board of Directors and the
committees of which they were members.
The Company has a Compensation Committee of
the Board of Directors that is responsible for determining
annual salaries and bonuses paid to the Company's senior
management and administering the Company's stock
option and benefit programs. The current members of the
Compensation Committee are Messrs. Friou and Rosser.
There was one meeting of the Compensation Committee
during Fiscal 1998.
The Company has an Audit Committee that
reviews external and internal auditing matters and
recommends the selection of the Company's auditors for
approval by the Board of Directors. The members of the
Audit Committee are Messrs. Bruckmann, Friou and
Moriarty. There were three meetings of the Audit
Committee during Fiscal 1998.
401(k) Plan
The Company maintains the Jitney-Jungle Stores
of America, Inc. and Affiliates Profit Sharing Plan and
Trust (the 401(k) Plan) for the benefit of its employees
who have satisfied the plan's eligibility requirements.
Participants are permitted to make pretax salary reduction
contributions, up to the amount permitted under
applicable tax law. The Company makes a matching
contribution equal to 50% of each participant's salary
reduction contribution, up to a maximum of 2% of the
participant's compensation. In addition, the Company
may make additional profit sharing contributions at its
discretion. Although in prior years the Company has
made discretionary profit sharing contributions, it has no
obligation to do so in the future. Company contributions
become vested when the participant has been credited
with five years of service.
Item 12. Security Ownership of Certain Beneficial
Owners and Management
The following table sets forth certain information
regarding the beneficial ownership
of Common and Preferred Stock as of January 2, 1999,
by (i) each director, (ii) the named executive officers set
forth in Item 11; and (iii) all executive officers and
directors as a group and (iv) the Company's principal
stockholders. Other than as set forth in the table below,
there are no persons known to the Company to
beneficially own more than 5% of the Common Stock.
No Company securities are owned by John M. Moriarty,
Jr., Donald D. Bennett or Joseph H. Fernandez, each of
whom is a director of the Company.
Number and Number and Number and Number and
Name and Address Percentage of Percentage of Percentage of Percentage of
for Beneficial Shares of Shares of Class A Shares of Class B Share of Class C
Owners over 5% Common Stock Preferred Stock Preferred Stock Preferred Stock
_________________ ________________ _______________ _______________ _______________
Bruckmann, Rosser,
Sherrill & Co., L.P. 353,750/83.18%<FN1> ---- ---- 75,508/75.60%<FN1>
126 East 56th Street
New York, NY 10022
W. H. Holman, Jr. 29,699/6.98% <FN2> ---- 21,516/7.84%<FN3> 4,742/4.75%
Jitney-Jungle Stores
of America, Inc.
P. O. Box 3409
Jackson, MS 39207
DLJ Merchant <FN4> ---- ---- 15,000/15.02%
Banking Partners,
L.P. and related investors
277 Park Avenue
New York, NY 10172
Michael E. Julian 2,500/* ---- ---- 579/*
Roger P. Friou 12,510/2.94% ---- 14/ * <FN3> 1,252/1.25%<FN3>
Bruce C. Bruckmann 353,750/83.18%<FN1><FN5> ---- ---- 75,508/75.60%<FN1>
Harold O. Rosser, II 353,750/83.18%<FN1><FN6> ---- ---- 75,508/75.60%<FN1>
Stephen C. Sherrill 353,750/83.18%<FN1><FN7> ---- ---- 75,508/75.60%<FN1>
Ronald E. Johnson ---- ---- ---- 20/*
R. Barry Cannada ---- ---- ---- 20*
Stephen R. Harmon 1,800/*
David R. Black 850/* ---- ---- 85/*
All directors and
executive officers
as a group <FN12> 406,108/95.49% ---- 21,530/7.84%<FN3> 97,705/97.82%
*Owns less than 1% of the total outstanding Common Stock, Class B
Preferred Stock and Class C Preferred Stock.
<FN1> The 353,750 shares of Common Stock include
331,732 shares of common stock owned directly by
Bruckmann, Rosser, Sherrill & Co., Inc., L.P.
("BRS") and 22,018 shares to which BRS possesses
sole voting power. The 75,508 shares of Class C
Preferred Stock include 70,808 shares owned
directly by BRS and 4,700 shares in which it has a
beneficial interest. BRS is a limited partnership, the
sole general partner of which is BRS Partners and
the manager of which is BRS. The sole general
partner of BRS Partners is BRSE Associates. Bruce
C. Bruckmann, Harold O. Rosser, II, Stephen C.
Sherrill and Stephen F. Edwards are the only
stockholders of BRS and BRSE Associates and may
be deemed to share beneficial ownership of the
shares shown as beneficially owned by the Fund.
Such individuals disclaim beneficial ownership of
any such shares.
<FN2> Includes 10,000 shares of common stock owned
directly and 19,699 shares to which Mr. Holman
possesses sole voting power.
<FN3> All shares of Class B Preferred Stock, and 7,119
shares of Class C Preferred Stock, are owned by
Trustmark National Bank ("Trustmark") pursuant to
an escrow agreement by and among Trustmark, the
Company and former Common Stock shareholders
of the Company. Certain of the officers of the
Company own an interest in the escrow account
through which they have a beneficial interest in the
number of shares of Class B Preferred Stock and
Class C Preferred Stock listed in this table.
<FN4> DLJ Merchant Banking Partners, L.P. ("DLJ") and
related investors have received outstanding warrants
to purchase 15.0%, on a fully diluted basis, of the
outstanding Common Stock of the Company as
outlined in the Shareholders Agreement referred to
under Item 13.
<FN5> Includes 6,605 shares of common stock owned
directly and 347,145 shares to which BRS
possesses sole voting power.
<FN6> Includes 1,327 shares of common stock owned
directly and 352,383 shares to which BRS
possesses sole voting power.
<FN7> Includes 6,812 shares of common stock owned
directly and 349,327 shares to which BRS
possesses sole voting power.
Item 13. Certain Relationships and Related Transactions.
BRS is entitled to receive 1% of earnings before
interest, income taxes, depreciation, amortization and
certain special charges annually, with a minimum of
$1.0 million per year, computed on a quarterly basis
from the Company as a management fee for the
performance of strategic and financial planning services
in the future. BRS received $1.2 million during the fiscal
year ended 1998. Messrs. Bruckmann, Rosser, Sherrill
and Edwards (not a director of the Company) are the
only stockholders of BRS and BRSE Associates. BRSE
Associates is the sole general partner of BRS Partners,
which is the sole general partner of BRS. BRS is the
majority stockholder of the Company.
At the beginning of the year, W. H. Holman, Jr.,
W. H. Holman, III, Roger P. Friou and another officer
(Clyde Staley) owned in the aggregate noncontrolling
interests in certain partnerships that were landlords
under twenty (20) leases (involvement is Holman, Jr., 18
leases; Holman, III, 6 leases; Staley, 5 leases; and Friou,
9 leases) for stores or other facilities where the
Company and its subsidiaries are the tenants. Through
disposition by these parties and/or the Company, the
number was reduced to 8 leases by the end of the year
(Holman, Jr., 6 leases, Holman III, 2 leases, Friou, 6
leases and Staley, 3 leases). During fiscal year 1998, the
Company paid a combined total rent under these twenty
(20) leases of approximately $2.7 million. Management
believes that each of these leases was on an arm's length
basis and were on terms that are no less favorable to the
Company than could have been obtained with non-
affiliated parties at the time each lease was entered into.
Certain shareholders of the Company, entered
into a Shareholders Agreement which contains certain
agreements among such shareholders with respect to the
capital stock and corporate governance of the Company.
The shareholders involved are the Fund, DLJ, and
Messrs. W. H. Holman, Jr., Roger P. Friou, and W. H.
Holman, III. Agreements regarding corporate
governance and the capital stock of the Company were
also entered into by the Company, the Fund, Messrs.
W.H. Holman, Jr., Roger Friou, W.H. Holman, III,
Jerry Jones, Stephen R. Harmon, David
R. Black, and various other current or former
employees in the Securities
Purchase and Holders Agreement. Among other
matters, the various shareholder agreements bind the
parties to vote for a majority of the directors to be
designated by BRS, one director to be designated by
DLJ and one director to be W. H. Holman, Jr.
During fiscal 1998, the Company loaned Ronald
E. Johnson, President and Chief Operating Officer,
$300,000 in connection with his relocation to Jackson,
MS. This loan was subsequently repaid with interest at
the rate of 8.25% prior to the end of the fiscal year.
During fiscal 1998, the Company reacquired
1,700 shares of the Company's common stock from a
former employee. The Company reissued those shares at
the same price at which they were acquired to certain
employees including Stephen R. Harmon who acquired
600 shares.
PART IV
Item 14. Exhibits, Financial Statement Schedules
and Reports on Form 8-K
The following is an index of the financial
statements, schedules and exhibits included in this
Report or Incorporated herein by reference:
2. Financial Statement Schedules:
There are no Financial Statement Schedules
included with this filing for the reason that they
are not applicable, are not required, or the
information is included in the financial
statements or notes thereto.
3. Exhibits
The following is an index of the exhibits
included in this Annual Report on Form 10-K
or incorporated herein by reference:
Exhibit No.
*2.1 Agreement and Plan of Exchange and
of Merger, dated as of November 16,
1995 by and among JJ Acquisitions
Corp. and Jitney-Jungle Stores of
America, Inc., Southern Jitney Jungle
Company, McCarty-Holman Co., Inc.
and Jitney-Jungle Bakery, Inc.
(incorporated by reference to Exhibit
No. 2.1 to Amendment No. 2 to Form
S-1 [No. 33-80833] of JJ Acquisitions
Corp. filed with the Commission on
February 27, 1996).
*2.2 Agreement and Plan of Merger dated
July 8, 1997 by and among the
Company, Delchamps, Inc. and Delta
Acquisition Corporation (incorporated
by reference to Exhibit 2 to Form 8-K
[No. 33-80833] of the Company dated
July 14, 1997).
*3.1 Amended and Restated Articles of
Incorporation of Jitney-Jungle Stores of
America, Inc. (including designation of
Class B Preferred Stock) (incorporated
by reference to Exhibit No. 3.3 to
Amendment No. 2 to Form S-1 [No.
33-80833] of JJ Acquisitions Corp.
filed with the Commission on February
27, 1996).
*3.2 Restated by-laws of Jitney-Jungle
Stores of America, Inc. (incorporated
by reference to Exhibit No. 3.6 to
Amendment No. 2 to Form S-1 [No.
33-80833] of JJ Acquisitions Corp.
filed with the Commission on February
27, 1996).
*3.3 Composite Amended and Restated
Articles of Incorporation of Delchamps,
Inc. (incorporated by reference to Exhibit
3.1 to Form 10-Q of Delchamps, Inc. for
the quarter ended September 28, 1996).
*3.4 Composite of By-Laws of Delchamps, Inc.
(incorporated by reference to Exhibit 3.2
to Form 10-Q of Delchamps, Inc. for the
quarter ended September 28, 1996.
*3.5 Amended and Restated Articles of
Incorporation of Interstate Jitney-Jungle
Stores Inc. (incorporated by reference to
Exhibit 3.5 to Amendment No. 1 to Form
S-4 [No. 333-38957] of Jitney-Jungle
Stores of America, Inc. filed with the
Commission on November 7, 1997).
*3.6 Restated By-Laws of Interstate Jitney-
Jungle Stores, Inc. (incorporated by
reference to Exhibit 3.6 to Amendment
No. 1 to Form S-4 [No. 333-38957] of
Jitney-Jungle Stores of America, Inc. filed
with the Commission on November 7,
1997).
*3.7 Amended and Restated Articles of
Incorporation of McCarty-Holman Co.,
Inc. (incorporated by reference to Exhibit
3.7 to Amendment No. 1 to Form S-4 [No.
333-38957] of Jitney-Jungle Stores of
America, Inc. filed with the Commission
on November 7, 1997).
*3.8 Restated By-Laws of McCarty-Holman
Co., Inc. (incorporated by reference to
Exhibit 3.8 to Amendment No. 1 to Form
S-4 [No. 333-38957] of Jitney-Jungle
Stores of America, Inc. filed with the
Commission on November 7, 1997).
*3.9 Amended and Restated Articles of
Incorporation of Southern Jitney Jungle
Company (incorporated by reference to
Exhibit 3.9 to Amendment No. 1 to Form
S-4 [No. 333-38957] of Jitney-Jungle
Stores of America, Inc. filed with the
Commission on November 7, 1997).
*3.10 Restated By-Laws of Southern Jitney
Jungle Company (incorporated by
reference to Exhibit 3.10 to Amendment
No. 1 to Form S-4 [No. 333-38957] of
Jitney-Jungle Stores of America, Inc. filed
with the Commission on November 7,
1997).
*3.11 Amended and Restated Articles of
Incorporation of Pump and Save, Inc.
(incorporated by reference to Exhibit 3.11
to Amendment No. 1 to Form S-4 [No.
333-38957] of Jitney-Jungle Stores of
America, Inc. filed with the Commission
on November 7, 1997).
*3.12 Restated By-Laws of Pump and Save, Inc.
(incorporated by reference to Exhibit 3.12
to Amendment No. 1 to Form S-4 [No.
333-38957] of Jitney-Jungle Stores of
America, Inc. filed with the Commission
on November 7, 1997).
*3.13 Amended and Restated Articles of
Incorporation of Supermarket Cigarettes
Sales, Inc. (incorporated by reference to
Exhibit 3.13 to Amendment No. 1 to Form
S-4 [No. 333-38957] of Jitney-Jungle
Stores of America, Inc. filed with the
Commission on November 7, 1997).
*3.14 By-Laws of Supermarket Cigarettes Sales,
Inc. (incorporated by reference to Exhibit
3.14 to Amendment No. 1 to Form S-4
[No. 333-38957] of Jitney-Jungle Stores of
America, Inc. filed with the Commission
on November 7, 1997).
*3.15 Amended and Restated Articles of
Incorporation of Jitney-Jungle Bakery, Inc.
(incorporated by reference to Exhibit 3.15
to Amendment No. 1 to Form S-4 [No.
333-38957] of Jitney-Jungle Stores of
America, Inc. filed with the Commission
on November 7, 1997).
*3.16 Restated By-Laws of Jitney-Jungle
Bakery, Inc. (incorporated by reference to
Exhibit 3.16 to Amendment No. 1 to Form
S-4 [No. 333-38957] of Jitney-Jungle
Stores of America, Inc. filed with the
Commission on November 7, 1997).
*4.1 Indenture dated as of September 15, 1997
among the Company, the Subsidiary
Guarantors from Marine Midland Bank as
Trustee, Donaldson Lufkin & Jenrette
Securities Corporation and Credit Suisse
First Boston (incorporated by reference to
Exhibit 4.1 to Form S-4 [No. 333-38957]
of Jitney-Jungle Stores of America, Inc.
filed with the Commission on October 29,
1997).
*4.2 Registration Rights Agreement dated as of
September 15, 1997 among the Company,
the Subsidiary Grantors, Donaldson,
Lufkin & Jenrette Securities Corporation
and Credit Suisse First Boston
(incorporated by reference to Exhibit 4.2
to Form S-4 [No. 333-38957] of Jitney-
Jungle Stores of America, Inc. filed with
the Commission on October 29, 1997).
*4.3 Form of the Company's 10 3/8% Senior
Subordinated Notes due 2007 (included in
Exhibit 4.1) (incorporated by reference to
Exhibit 4.3 to Form S-4 [No. 333-38957]
of Jitney-Jungle Stores of America, Inc.
filed with the Commission on October 29,
1997).
*4.4 Revolving Credit Agreement dated
September 15, 1997 by and among Fleet
Capital Corporation and the Company
(incorporated by reference to Exhibit 4.4
to Form S-4 [No. 333-38957] of Jitney-
Jungle Stores of America, Inc. filed with
the Commission on October 29, 1997).
*4.5 Indenture dated March 5, 1996 between
the Company and Marine Midland Bank,
as Trustee, relating to the issuance and sale
of $200,000,000 aggregate principal
amount of 12% Senior Notes due 2006
(incorporated by reference to Exhibit No.
4.2 Amendment No. 2 to Form S-1 [No.
33-80833] of JJ Acquisition Corp. filed
with the Commission on February 27,
1996).
*4.6 Warrant dated March 4, 1996 to
purchase 75,000 shares of Common
Stock of the Company by DLJ
Merchant Banking Partners, L.P. and
related investors (incorporated by
reference to Exhibit 4.3 to Amendment
No. 2 to Form S-1 [No. 33-80833] of JJ
Acquisitions Corp. filed with the
Commission on February 27, 1996).
*4.7 Memorandum of Agreement dated
October 15, 1985 by and among the
City of Jackson, Mississippi and
McCarty-Holman Co., Inc.
($3,650,000) (incorporated by reference
to Exhibit 4.8 to Amendment No. 2 to
Form S-1 [No. 33-80833] of JJ
Acquisitions Corp. filed with the
Commission on February 27, 1996).
*4.8 Amendment and Waiver Agreement
No.1 dated April 10, 1998 to Amended
and Restated Revolving Credit
Agreement dated September 15, 1997
by and among Fleet Capital
Corporation and the Company.
*4.9 Amendment and Waiver Agreement No.
2 dated June 19, 1998 to Amended and
Restated Revolving Credit Agreement
dated September 15, 1997 by and
among Fleet Capital Corporation and
the Company.
*4.10 Amendment and Waiver Agreement No.
3 dated October 5, 1998 to the
Amended and Restated Revolving
Credit Agreement dated September 15,
1997 by and among Fleet Capital
Corporation and the Company.
4.11 Amended and Restated Revolving
Credit Agreement No.4 dated March 4,
1999 to the Amended and Restated
Revolving Credit Agreement dated
September 15, 1997 by and among
Fleet Capital Corporation and the
Company.
*5.1 Opinion of Dechert Price & Rhoads
(incorporated by reference to Exhibit 5.1
to Amendment No. 1 to Form S-4 [No.
333-38957] of Jitney-Jungle Stores of
America, Inc. filed with the Commission
on November 7, 1997).
*9.1 Voting Trust Agreement dated
November 1, 1990 by and among
Carolyn Holman Kroeze, as Executrix
and the parties named therein
(incorporated by reference to Exhibit
9.1 to Amendment No. 2 to Form S-1
[No. 33-80833] of JJ Acquisitions
Corp. filed with the Commission on
February 27, 1996).
*10.1 Purchase Agreement dated September 10,
1997 among the Company, Donaldson,
Lufkin & Jenrette Securities Corporation
and Credit Suisse First Boston with
respect to the 10 3/8% Senior
Subordinated Notes due 2007
(incorporated by reference to Exhibit 10.1
to Form S-4 [No. 333-38957] of Jitney-
Jungle Stores of America, Inc. filed with
the Commission on October 29, 1997).
*10.2 Supply Agreement dated March 19,
1989 as amended, by and among
Fleming Companies Inc. (successor in
interest to Malone & Hyde, Inc.), the
Company and Interstate Jitney-Jungle
Stores, Inc. (incorporated by reference
to Exhibit 10.2 to Amendment No. 2 to
Form S-1 [No. 33-80833] of JJ
Acquisitions Corp. filed with the
Commission on February 27, 1996).
*10.3 Membership in Topco Associates, Inc.
(Cooperative) by ownership of six
hundred (600) shares of Common
Stock, such stock certificate being
dated July 1, 1991 (incorporated by
reference to Exhibit 10.3 to
Amendment No. 2 to Form S-1 [No.
33-80833] of JJ Acquisitions Corp.
filed with the Commission on February
27, 1996).
*10.4 Flour Sale Confirmation and Contract
dated July 19, 1995 by and among
Cargill, Incorporated and Jitney-
Jungle Bakery, Inc. (incorporated by
reference to Exhibit 10.4 to
Amendment No. 2 to Form S-1 [No.
33-80833] of JJ Acquisitions Corp.
filed with the Commission on
February 27, 1996).
*10.5 Employment Agreement dated as of
February 15, 1995 by and among the
Company Roger P. Friou
(incorporated by reference to Exhibit
10.6 to Amendment No. 2 to Form S-
1 [No. 33-80833] of JJ Acquisitions
Corp. filed with the Commission on
February 27, 1996).
*10.6 Employment Agreement dated as of
February 24, 1995 by and among the
Company and David K. Essary
(incorporated by reference to Exhibit
10.7 to Amendment No. 2 to Form S-
1 [No. 33-80833] of JJ Acquisitions
Corp. filed with the Commission on
February 27, 1996).
*10.7 Employment Agreement dated as of
March 5, 1996 by and among the
Company and W. H. Holman, Jr.
(incorporated by reference to Exhibit
10.6 to the Company's Annual Report
on Form 10-K, dated July 24, 1996).
*10.8 Employment Agreement dated as of
March 5, 1996 by and among the
Company and W. H. Holman, III.
(incorporated by reference to Exhibit
10.7 to the Company's Annual Report
on Form 10-K, dated July 24, 1996).
*10.9 Restatement and Amendment by the
Entirety of the Jitney-Jungle Stores of
America, Inc. and Affiliates Profit
Sharing Plan and Trust (incorporated
by reference to Exhibit 10.8 to
Amendment No. 2 to Form S-1 [No.
33-80833] of JJ Acquisitions Corp.
filed with the Commission on
February 27, 1996).
*10.10 Deferred Compensation Plan for the
Company dated as of November 16,
1995 by and among Jitney-Jungle
Stores of America, Inc., Southern
Jitney Jungle Company, Jitney-Jungle
Bakery, Inc., McCarty-Holman Co.,
Inc. and W. H. Holman, Jr., Roger P.
Friou and David K. Essary
(incorporated by reference to Exhibit
10.9 to Amendment No. 2 to Form S-
1 [No. 33-80833] of JJ Acquisitions
Corp. filed with the Commission on
February 27, 1996).
*10.11 Shareholders Agreement dated as of
March 5, 1996 by and among DLJ
Merchant Banking Partners, L.P. JJ
Acquisitions Corp., and certain other
signatories party thereto (incorporated
by reference to Exhibit 10.10 to
Amendment No. 2 to Form S-1 [No.
33-80833] of JJ Acquisitions Corp.
filed with the Commission on
February 27, 1996).
*10.12 Securities Purchase and Holders
Agreement dated as of March 5, 1996
by and among JJ Acquisitions Corp.,
Bruckmann, Rosser, Sherrill & Co.,
L.P. and other parties thereto
(incorporated by reference to Exhibit
10.12 to Amendment No. 2 to Form
S-1 [No. 33-80833] of JJ
Acquisitions Corp. filed with the
Commission on February 27, 1996).
*10.13 Registration Rights Agreement dated
as of March 5, 1996 by and among
the Company and other parties named
therein (incorporated by reference to
Exhibit 10.13 to Amendment No. 2 to
Form S-1 [No. 33-80833] of JJ
Acquisitions Corp. filed with the
Commission on February 27, 1996).
*10.14 Membership and Licensing
Agreement dated August 1, 1973
between Topco Associates, Inc. and
Delchamps, Inc. and attached copy of
Articles of Incorporation and By-
Laws of Topco Associates, Inc.
(incorporated by reference to Exhibit
10(a) to the Registration Statement on
Form S-1 [No. 2-86926] of
Delchamps, Inc.)
*10.15 Agreement for Termination of
Employment dated as of September
19, 1997 between Delchamps, Inc. and
David W. Morrow (incorporated by
reference to Exhibit 10(j) to Form 10-
K of Delchamps, Inc. for fiscal year
ended June 28, 1997).
*10.16 Form of Director Indemnity Agreement
of Delchamps, Inc. (incorporated by
reference to Exhibit 10 to Form 10-Q of
Delchamps, Inc. for the quarter ended
September 28, 1996).
10.17 Employment Agreements dated effective
February 23, 1997, December 8, 1997
and January 1, 1998 by and among the
Company and Michael E. Julian,
Ronald E. Johnson and R. Barry
Cannada, respectively.
10.18 Change of Control Agreements dated
effective February 18, 1999 by and
among the Company and Michael E.
Julian, Ronald E. Johnson and R. Barry
Cannada, respectively.
*12.1 Statement of Ratio of Earnings to Fixed
Charges (incorporated by reference to
Exhibit 12.1 to Form S-4 [No. 333-
38957] of Jitney-Jungle Stores of
America, Inc. filed with the Commission
on October 29, 1997).
21.1 Subsidiaries of the Company.
*23.1 Consent of Dechert Price & Rhoads
(included in Exhibit 5.1) (incorporated by
reference to Exhibit 23.1 to Form S-4
[No. 333-38957] of Jitney-Jungle Stores
of America, Inc. filed with the
Commission on October 29, 1997).
*23.2 Consent of Deloitte & Touche LLP
(incorporated by reference to Exhibit 23.2
to Amendment No. 1 to Form S-4 [No.
333-38957] of Jitney-Jungle Stores of
America, Inc. filed with the Commission
on November 7, 1997).
*23.3 Consent of KPMG Peat Marwick
(incorporated by reference to Exhibit 23.3
to Form S-4 [No. 333-38957] of Jitney-
Jungle Stores of America, Inc. filed with
the Commission on October 29, 1997).
*24 Power of Attorney (incorporated by
reference to Exhibit 24 to Form S-4 [No.
333-38957] of Jitney-Jungle Stores of
America, Inc. filed with the Commission
on October 29, 1997).
*25 Statement of Eligibility and
Qualifications, Form T-1, of Marine
Midland Bank (incorporated by reference
to Exhibit 25 to Form S-4 [No. 333-
38957] of Jitney-Jungle Stores of
America, Inc. filed with the Commission
on October 29, 1997).
*99.1 Form of Letter of Transmittal
(incorporated by reference to Exhibit 23.2
to Amendment No. 1 to Form S-4 [No.
333-38957] of Jitney-Jungle Stores of
America, Inc. filed with the Commission
on November 7, 1997).
*99.2 Form of Notice of Guaranteed Delivery
(incorporated by reference to Exhibit 23.2
to Amendment No. 1 to Form S-4 [No.
333-38957] of Jitney-Jungle Stores of
America, Inc. filed with the Commission
on November 7, 1997).
*Previously filed as indicated.
(b) Reports on Form 8-K.
On November 19, 1997, the Company filed a Current
Report on Form 8-K stating under "Item 5. Other Items"
that on November 4, 1997 Delta Acquisition Corporation
("Delta"), an Alabama corporation and wholly owned
subsidiary of Jitney-Jungle Stores of America, Inc. (Jitney-
Jungle) merged with and into Delchamps, Inc., an Alabama
corporation ("Delchamps"). Delchamps is now a wholly
owned subsidiary of Jitney-Jungle. As of November 4,
1997, Delchamps' shareholders representing approximately
620,749 shares, or 8.8% of the outstanding shares of
Delchamps, purportedly indicated their intention to exercise
dissenters' rights with respect to the merger.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d)
of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Jitney-Jungle Stores of America, Inc.
(Registrant)
By /s/ Michael E. Julian
(Michael E. Julian
Chairman of the Board and
Chief Executive Officer)
(Principal Executive Officer)
Date April 2, 1999
By /s/ Richard D. Coleman
(Richard D. Coleman
Executive Vice President,
Chief Financial Officer)
(Principal Financial and
Accounting Officer)
Date April 2, 1999
Pursuant to the requirements of the Securities
Exchange Act of 1934, this report has been signed below
by the following persons on behalf of the Company and in
the capacities and on the dates indicated.
Signatures Position Date
/s/ Michael E. Julian Chairman of the Board and April 2, 1999
(Michael E. Julian) Chief Executive Officer
/s/ Roger P. Friou Director April 2, 1999
(Roger P. Friou)
Director April 2, 1999
(Bruce C. Bruckmann)
Director April 2, 1999
(Harold O. Rosser, II)
/s/ Stephen C. Sherrill Director April 2, 1999
(Stephen C. Sherrill)
/s/ John M. Moriarty, Jr. Director April 2, 1999
(John M. Moriarty, Jr.)
/s/ Joseph H. Fernandez Director April 2, 1999
(Joseph H. Fernandez)
/s/ Ronald E. Johnson Director April 2, 1999
(Ronald E. Johnson)
/s/ Donald D. Bennett Director April 2, 1999
(Donald D. Bennett)
Exhibit 21.1
SUBSIDIARIES OF JITNEY-JUNGLE STORES OF AMERICA, INC.
Percentage
of Voting
Securities
Jurisdiction of Owned by
Name Incorporation Registrant
______________________________________ _______________ __________
Interstate Jitney-Jungle Stores, Inc. Alabama 100%
Southern Jitney Jungle Company Mississippi 100%
McCarty-Holman Co., Inc. Mississippi 100%
Jitney-Jungle Bakery, Inc. Mississippi 100%
Delchamps, Inc. Alabama 100%
J. J. Construction Corp. Mississippi 100%
Exhibit 21.1
SUBSIDIARIES OF JITNEY-JUNGLE STORES OF AMERICA, INC.
SUBSIDIARIES OF MCCARTY-HOLMAN CO., INC.
Jurisdiction of
Name Incorporation
__________________________ _______________
Pump and Save, Inc. Mississippi
Exhibit 21.1
SUBSIDIARIES OF JITNEY-JUNGLE STORES OF AMERICA, INC.
SUBSIDIARIES OF DELCHAMPS, INC.
Jurisdiction of
Name Incorporation
__________________________ _______________
Supermarket Cigarette Sales, Inc. Louisiana