-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, K6d0IMJvcXQAeueDHyBRq4gSN7GR18bb5WF9m2TUi9SsvJ8UhJq64prI55z9QIEb B1qh2UvqnaW+c25CGUDrxA== 0000895345-97-000172.txt : 19970530 0000895345-97-000172.hdr.sgml : 19970530 ACCESSION NUMBER: 0000895345-97-000172 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970529 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GRAND UNION CO /DE/ CENTRAL INDEX KEY: 0000316236 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-GROCERY STORES [5411] IRS NUMBER: 251518276 STATE OF INCORPORATION: DE FISCAL YEAR END: 0325 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-44467 FILM NUMBER: 97616042 BUSINESS ADDRESS: STREET 1: 201 WILLOWBROOK BLVD CITY: WAYNE STATE: NJ ZIP: 07470-0966 BUSINESS PHONE: 2018906000 MAIL ADDRESS: STREET 1: 201 WILLOWBROOK BLVD CITY: WAYNE STATE: NJ ZIP: 07470 FORMER COMPANY: FORMER CONFORMED NAME: SUCCESSOR TO GRAND UNION CO/VA/ DATE OF NAME CHANGE: 19600201 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TREFOIL INVESTORS II INC CENTRAL INDEX KEY: 0001020748 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 954499689 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 4444 LAKESIDE DR CITY: BURBANK STATE: CA ZIP: 91505 BUSINESS PHONE: 8188454444 MAIL ADDRESS: STREET 1: P O BOX 7774 CITY: BURBANK STATE: CA ZIP: 91510-7774 SC 13D/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934* AMENDMENT NO. 4 The Grand Union Company - ----------------------------------------------------------------- (Name of Issuer) Common Stock (Par Value $ 1.00 Per Share) (Upon Conversion of Class A Convertible Preferred Stock) - ----------------------------------------------------------------- (Title of Class of Securities) 386532303 - ----------------------------------------------------------------- (CUSIP Number) David K. Robbins, Esq. Fried, Frank, Harris, Shriver Michael Pastore, Esq. & Jacobson General Electric Investment 350 South Grand Avenue Corporation 32nd Floor 3003 Summer Street Los Angeles, CA 90071 Stamford, Connecticut 06904 (213) 473-2005 (203) 326-2312 ----------------------------- ---------------------------- (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications) May 28, 1997 - ----------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *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 disclosures provided in a prior cover page. The information required on 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). ITEM 1. SECURITY AND ISSUER. ------------------- Item 1 of the Schedule 13D is hereby amended and supplemented to add the following: This Amendment No. 4 is filed on behalf of Trefoil Capital Investors II, L.P., a Delaware limited partnership ("TREFOIL"), Trefoil Investors II, Inc., a Delaware corporation, Sigma Hedge Partners, G.P., a Delaware partnership, Delta PT Investors Corporation, a Delaware corporation, Epsilon Equities, Inc., a Delaware corporation, the Trustees of General Electric Pension Trust, a New York common law trust, GE Investments Private Placement Partners II, A Limited Partnership, a Delaware limited partnership ("GEI" and collectively with Trefoil, the "PURCHASERS"), GE Investment Management Incorporated, a Delaware corporation and General Electric Company, a New York corporation (collectively, the "FILING PERSONS"), in respect of the Schedule 13D filed by the Filing Persons with the Securities and Exchange Commission on August 12, 1996, as amended pursuant to Amendment No. 1 thereto filed on September 18, 1996, Amendment No. 2 thereto filed on February 27, 1997, and Amendment No. 3 thereto filed on March 21, 1997 (collectively, the "SCHEDULE 13D"), relating to the common stock, par value $1.00 per share (the "Common Stock") of The Grand Union Company (the "COMPANY"), which is issuable upon conversion of the shares of the Company's Class A Convertible Preferred Stock, par value $1.00 per share (the "PREFERRED STOCK") purchased by Trefoil and GEI pursuant to, and subject to the conditions of, the Stock Purchase Agreement, dated as of July 30, 1996, as amended by Amendment No. 1 dated as of March 20, 1997, by and among the Company, Trefoil and GEI (the "STOCK PURCHASE AGREEMENT"). Capitalized terms used herein without definition shall have the meanings given them in the Schedule 13D. ITEM 4. PURPOSE OF TRANSACTION. ---------------------- Item 4 of the Schedule 13D is hereby amended and supplemented to add the following: The Company has requested that the Purchasers consider accelerating their purchase of the remaining $40 million of Preferred Stock currently scheduled to occur in equal installments of $20 million on August 25, 1997 and February 25, 1988 pursuant to the Stock Purchase Agreement. The Purchasers have begun negotiations with a Special Committee of the Board of Directors of the Company as to terms on which the Purchasers might consider accelerating one or both of the remaining closings under the Stock Purchase Agreement. There can be no assurance as to whether or when any agreement with respect to an accelerated investment by the Purchasers in the Company may be reached, or as to the terms of any such agreement. 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. Dated: May 29, 1997 TREFOIL CAPITAL INVESTORS II, L.P. By: Trefoil Investors II, Inc., a general partner By: /s/ Geoffrey T. Moore ------------------------------ Name: Geoffrey T. Moore Title: Vice President TREFOIL INVESTORS II, INC. By: /s/ Geoffrey T. Moore ------------------------------ Name: Geoffrey T. Moore Title: Vice President 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. Dated: May 29, 1997 GE INVESTMENT PRIVATE PLACEMENT PARTNERS II, A LIMITED PARTNERSHIP By: GE Investment Management Incorporated, as general partner By: /s/ Michael M. Pastore ------------------------------ Name: Michael M. Pastore Title: Vice President GE INVESTMENT MANAGEMENT INCORPORATED By: /s/ Michael M. Pastore ------------------------------ Name: Michael M. Pastore Title: Vice President GENERAL ELECTRIC COMPANY By: /s/ John H. Myers ------------------------------ Name: John H. Myers Title: Vice President SIGMA HEDGE PARTNERS, G.P. By: Delta PT Investors Corporation, a general partner By: /s/ Michael M. Pastore ------------------------------ Name: Michael M. Pastore Title: Vice President DELTA PT INVESTORS CORPORATION By: /s/ Michael M. Pastore ------------------------------ Name: Michael M. Pastore Title: Vice President EPSILON EQUITIES, INC. By: /s/ Michael M. Pastore ------------------------------ Name: Michael M. Pastore Title: Vice President GENERAL ELECTRIC PENSION TRUST By: /s/ Alan M. Lewis ------------------------------ Name: Alan M. Lewis Title: Trustee -----END PRIVACY-ENHANCED MESSAGE-----