Filed by Bowne Pure Compliance

0001362310-09-002627.txt : 20090224 0001362310-09-002627.hdr.sgml : 20090224 20090223173952 ACCESSION NUMBER: 0001362310-09-002627 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20090224 DATE AS OF CHANGE: 20090223 GROUP MEMBERS: JOHN S. CLARK II GROUP MEMBERS: ROBERT W. BUTTS GROUP MEMBERS: SOUTHPOINT CAPITAL ADVISORS LLC GROUP MEMBERS: SOUTHPOINT CAPITAL ADVISORS LP GROUP MEMBERS: SOUTHPOINT GP, LLC GROUP MEMBERS: SOUTHPOINT GP, LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PENN TRAFFIC CO CENTRAL INDEX KEY: 0000077155 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-GROCERY STORES [5411] IRS NUMBER: 250716800 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-20957 FILM NUMBER: 09629003 BUSINESS ADDRESS: STREET 1: 1200 STATE FAIR BLVD CITY: SYRACUSE STATE: NY ZIP: 13221-4737 BUSINESS PHONE: (315) 453-7284 MAIL ADDRESS: STREET 1: 1200 STATE FAIR BLVD CITY: SYRACUSE STATE: NY ZIP: 13221-4737 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Southpoint Capital Advisors LP CENTRAL INDEX KEY: 0001319998 IRS NUMBER: 200975910 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 237 PARK AVENUE STREET 2: SUITE 900 CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212.692.6350 MAIL ADDRESS: STREET 1: 237 PARK AVENUE STREET 2: SUITE 900 CITY: NEW YORK STATE: NY ZIP: 10017 SC 13G/A 1 c81325sc13gza.htm SCHEDULE 13G AMENDMENT NO. 2 Filed by Bowne Pure Compliance


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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

The Penn Traffic Company

(Name of Issuer)

Shares of Common Stock, par value $0.01 per share

(Title of Class of Securities)

707832200

(CUSIP Number)

December 31, 2007

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

þ Rule 13d-1(b)

o Rule 13d-1(c)

o Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No.		707832200


1	NAMES OF REPORTING PERSONS Southpoint Capital Advisors LP


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) o
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		5	SOLE VOTING POWER

NUMBER OF			0**

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0**

WITH:		8	SHARED DISPOSITIVE POWER

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	0**

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	0%**

12	TYPE OF REPORTING PERSON

	PN

** SEE ITEM 4.

Page 2 of 11


CUSIP No.		707832200


1	NAMES OF REPORTING PERSONS Southpoint GP, LP


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) o
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		5	SOLE VOTING POWER

NUMBER OF			0**

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0**

WITH:		8	SHARED DISPOSITIVE POWER

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	0**

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	0%**

12	TYPE OF REPORTING PERSON

	PN

** SEE ITEM 4.

Page 3 of 11


CUSIP No.		707832200


1	NAMES OF REPORTING PERSONS Southpoint Capital Advisors LLC


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) o
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		5	SOLE VOTING POWER

NUMBER OF			0**

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0**

WITH:		8	SHARED DISPOSITIVE POWER

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	0**

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	0%**

12	TYPE OF REPORTING PERSON

	OO

** SEE ITEM 4.

Page 4 of 11


CUSIP No.		707832200


1	NAMES OF REPORTING PERSONS Southpoint GP, LLC


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) o
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		5	SOLE VOTING POWER

NUMBER OF			0**

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0**

WITH:		8	SHARED DISPOSITIVE POWER

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	0**

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	0%**

12	TYPE OF REPORTING PERSON

	OO

** SEE ITEM 4.

Page 5 of 11


CUSIP No.		707832200


1	NAMES OF REPORTING PERSONS Robert W. Butts


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) o
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States

		5	SOLE VOTING POWER

NUMBER OF			0**

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0**

WITH:		8	SHARED DISPOSITIVE POWER

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	0**

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	0%**

12	TYPE OF REPORTING PERSON

	IN

** SEE ITEM 4.

Page 6 of 11


CUSIP No.		707832200


1	NAMES OF REPORTING PERSONS John S. Clark II


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) o
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States

		5	SOLE VOTING POWER

NUMBER OF			0**

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0**

WITH:		8	SHARED DISPOSITIVE POWER

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	0**

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	0%**

12	TYPE OF REPORTING PERSON

	IN

** SEE ITEM 4.

Page 7 of 11

SCHEDULE 13G/A

This Amendment No. 2 to Schedule 13G (the “Amendment”) is an amendment to the initial statement on Schedule 13G relating to shares of common stock, par value $0.01 per share (the “Common Stock”) of The Penn Traffic Company, a Delaware corporation (the “Issuer”), filed with the Securities and Exchange Commission (the “SEC”) on October 11, 2005, (the “Schedule 13G”).

This Amendment is being filed on behalf of Southpoint Capital Advisors LLC, a Delaware limited liability company (“Southpoint CA LLC”), Southpoint GP, LLC, a Delaware limited liability company (“Southpoint GP LLC”), Southpoint Capital Advisors LP, a Delaware limited partnership (“Southpoint Advisors”), Southpoint GP, LP, a Delaware limited partnership (“Southpoint GP”), Robert W. Butts and John S. Clark II. Southpoint CA LLC is the general partner of Southpoint Advisors. Southpoint GP LLC is the general partner of Southpoint GP. Southpoint GP is the general partner of Southpoint Fund LP, a Delaware limited partnership (the “Fund”), Southpoint Qualified Fund LP, a Delaware limited partnership (the “Qualified Fund”), and Southpoint Master Fund, LP, a Cayman Islands exempted limited partnership (the “Master Fund”). Southpoint Offshore Fund, Ltd., a Cayman Island exempted company (the “Offshore Fund”), is also a general partner of the Master Fund. This Amendment relates to shares of Common Stock of the Issuer, purchased by the Fund, the Qualified Fund and the Master Fund.

Item 4 Ownership.

Item 4 is hereby amended and restated as follows:

(a)

Southpoint CA LLC, Southpoint GP LLC, Southpoint GP, Southpoint Advisors, Robert W. Butts and John S. Clark II may be deemed the beneficial owners of 0 shares of Common Stock.

(b)

Southpoint CA LLC, Southpoint GP LLC, Southpoint GP, Southpoint Advisors, Robert W. Butts and John S. Clark II may be deemed the beneficial owners of 0% of the outstanding shares of Common Stock.

(c)

Southpoint CA LLC, Southpoint GP LLC, Southpoint GP, Southpoint Advisors, Robert W. Butts and John S. Clark II have the sole power to vote and dispose of the 0 shares of Common Stock beneficially owned.

Item 10 Certification.

By signing below each of the Reporting Persons certifies that, to the best of such person’s knowledge and belief, the securities referred to above were acquired and held in the ordinary course of business and were not acquired and were not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.


Exhibits		Exhibit 1

		Joint Filing Agreement dated February 17, 2009, between Southpoint CA LLC, Southpoint GP LLC, Southpoint GP, Southpoint Advisors, Robert W. Butts and John S. Clark II.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 17, 2009


	SOUTHPOINT CAPITAL ADVISORS, LP
	By:	Southpoint Capital Advisors LLC
		its general partner


By:	/s/ Robert W. Butts
	Name:	Robert W. Butts
	Title:	Manager


	SOUTHPOINT GP, LP
	By:	Southpoint GP, LLC
		its general partner


By:	/s/ Robert W. Butts
	Name:	Robert W. Butts
	Title:	Manager


SOUTHPOINT CAPITAL ADVISORS, LLC
By:	/s/ Robert W. Butts
	Name:	Robert W. Butts
	Title:	Manager


SOUTHPOINT GP, LLC
By:	/s/ Robert W. Butts
	Name:	Robert W. Butts
	Title:	Manager

/s/ Robert W. Butts
Robert W. Butts

/s/ John S. Clark II
John S. Clark II

EXHIBIT INDEX


Exhibit 1		Joint Filing Agreement dated February 17, 2009, between Southpoint CA LLC, Southpoint GP LLC, Southpoint GP, Southpoint Advisors, Robert W. Butts and John S. Clark II.

EX-1 2 c81325exv1.htm EXHIBIT 1 Filed by Bowne Pure Compliance

EXHIBIT 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock, par value $0.01 per share, of The Penn Traffic Company, and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.

The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.

This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of February 17, 2009.


	SOUTHPOINT CAPITAL ADVISORS, LP
	By:	Southpoint Capital Advisors LLC
		its general partner


By:	/s/ Robert W. Butts
	Name:	Robert W. Butts
	Title:	Manager


	SOUTHPOINT GP, LP
	By:	Southpoint GP, LLC
		its general partner


By:	/s/ Robert W. Butts
	Name:	Robert W. Butts
	Title:	Manager


SOUTHPOINT CAPITAL ADVISORS, LLC
By:	/s/ Robert W. Butts
	Name:	Robert W. Butts
	Title:	Manager


SOUTHPOINT GP, LLC
By:	/s/ Robert W. Butts
	Name:	Robert W. Butts
	Title:	Manager

/s/ Robert W. Butts
Robert W. Butts

/s/ John S. Clark II
John S. Clark II