-----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, DSM9qx64ZV787bevROTt/ov7PhBh1/mA+tNIIVI1sjmFsSMSO5ZlU0443OCTFULW g9Fw3PwLBuO0kzzZQWZ7RQ== 0000895345-97-000191.txt : 19970616 0000895345-97-000191.hdr.sgml : 19970616 ACCESSION NUMBER: 0000895345-97-000191 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970613 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: 97623361 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. 6 The Grand Union Company - --------------------------------------------------------------------- (Name of Issuer) Common Stock (Par Value $ 1.00 Per Share) (Upon Conversion of Class A and Class B Convertible Preferred Stock) - --------------------------------------------------------------------- (Title of Class of Securities) 386532303 - --------------------------------------------------------------------- (CUSIP Number) David K. Robbins, Esq. Michael M. Pastore, Esq. Fried, Frank, Harris, Shriver General Electric Investment & Jacobson Corporation 350 South Grand Avenue, 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) June 12, 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). SCHEDULE 13D CUSIP No. 336532303 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Trefoil Capital Investors II, L.P. EIN: 95-4499689 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* 00 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] Not Applicable 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER NUMBER OF 12,610,674 SHARES 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY 9 SOLE DISPOSITIVE POWER EACH 12,610,674 REPORTING PERSON 10 SHARED DISPOSITIVE POWER WITH 0 11 AGGREGATE AMOUNT OF BENEFICIALLY OWNED BY EACH REPORTING PERSON 25,221,348 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] Not Applicable 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 70.77% 14 TYPE OF REPORTING PERSON* PN SCHEDULE 13D CUSIP No. 336532303 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Trefoil Investors II, Inc. EIN: 95-4498559 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* 00 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] Not Applicable 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER NUMBER OF 12,610,674 SHARES 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY 9 SOLE DISPOSITIVE POWER EACH 0 REPORTING PERSON 10 SHARED DISPOSITIVE POWER WITH 12,610,674 11 AGGREGATE AMOUNT OF BENEFICIALLY OWNED BY EACH REPORTING PERSON 25,221,348 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] Not Applicable 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 70.77% 14 TYPE OF REPORTING PERSON* CO SCHEDULE 13D CUSIP No. 336532303 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Sigma Hedge Partners, G.P. EIN: 06-1420583 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] Not Applicable (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* 00 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] Not Applicable 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER NUMBER OF 0 SHARES 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY 9 SOLE DISPOSITIVE POWER EACH 0 REPORTING PERSON 10 SHARED DISPOSITIVE POWER WITH 12,610,674 11 AGGREGATE AMOUNT OF BENEFICIALLY OWNED BY EACH REPORTING PERSON 25,221,348 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] Not Applicable 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 70.77% 14 TYPE OF REPORTING PERSON* PN SCHEDULE 13D CUSIP No. 336532303 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Delta PT Investors Corporation EIN: 06-142580 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] Not Applicable (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* 00 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] Not Applicable 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER NUMBER OF 0 SHARES 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY 9 SOLE DISPOSITIVE POWER EACH 0 REPORTING PERSON 10 SHARED DISPOSITIVE POWER WITH 12,610,674 11 AGGREGATE AMOUNT OF BENEFICIALLY OWNED BY EACH REPORTING PERSON 25,221,348 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] Not Applicable 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 70.77% 14 TYPE OF REPORTING PERSON* CO SCHEDULE 13D CUSIP No. 336532303 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Epsilon Equities, Inc. EIN: 06-142580 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] Not Applicable (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* 00 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] Not Applicable 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER NUMBER OF 0 SHARES 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY 9 SOLE DISPOSITIVE POWER EACH 0 REPORTING PERSON 10 SHARED DISPOSITIVE POWER WITH 0 11 AGGREGATE AMOUNT OF BENEFICIALLY OWNED BY EACH REPORTING PERSON 25,221,348 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] Not Applicable 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 70.77% 14 TYPE OF REPORTING PERSON* CO SCHEDULE 13D CUSIP No. 336532303 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Trustees of General Electric Pension Trust EIN: 14-6015763 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] Not Applicable (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* 00 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] Not Applicable 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York 7 SOLE VOTING POWER NUMBER OF 0 SHARES 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY 9 SOLE DISPOSITIVE POWER EACH 0 REPORTING PERSON 10 SHARED DISPOSITIVE POWER WITH 12,610,674 11 AGGREGATE AMOUNT OF BENEFICIALLY OWNED BY EACH REPORTING PERSON 25,221,348 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] Not Applicable 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 70.77% 14 TYPE OF REPORTING PERSON* EP SCHEDULE 13D CUSIP No. 386532303 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON GE Investment Private Placement Partners II, A Limited Partnership EIN: 06-1429671 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* 00 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] Not Applicable 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 7 SOLE VOTING POWER SHARES 12,610,674 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY 9 SOLE DISPOSITIVE POWER EACH 12,610,674 REPORTING PERSON 10 SHARED DISPOSITIVE POWER WITH 0 11 AGGREGATE AMOUNT OF BENEFICIALLY OWNED BY EACH REPORTING PERSON 25,221,348 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 70.77% 14 TYPE OF REPORTING PERSON* PN SCHEDULE 13D CUSIP No. 386532303 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON GE Investment Management Incorporated EIN: 06-1238874 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] Not Applicable 3 SEC USE ONLY 4 SOURCE OF FUNDS* Not Applicable 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] Not Applicable 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER NUMBER OF 12,610,674 SHARES 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY 9 SOLE DISPOSITIVE POWER EACH REPORTING 12,610,674 PERSON 10 SHARED DISPOSITIVE POWER WITH 0 11 AGGREGATE AMOUNT OF BENEFICIALLY OWNED BY EACH REPORTING PERSON 25,221,348 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] Not Applicable 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 70.77% 14 TYPE OF REPORTING PERSON* CO SCHEDULE 13D CUSIP No. 386532303 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON General Electric Company EIN: 14-0689340 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] Not Applicable 3 SEC USE ONLY 4 SOURCE OF FUNDS* Not Applicable 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] Not Applicable 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York 7 SOLE VOTING POWER NUMBER OF Disclaimed (see 11 below) SHARES 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY 9 SOLE DISPOSITIVE POWER EACH Disclaimed (see 11 below) REPORTING PERSON 10 SHARED DISPOSITIVE POWER WITH 0 11 AGGREGATE AMOUNT OF BENEFICIALLY OWNED BY EACH REPORTING PERSON Beneficial ownership of all shares disclaimed by General Electric Company 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] Not Applicable 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Not Applicable 14 TYPE OF REPORTING PERSON* CO ITEM 1. Security and Issuer. ------------------- Item 1 of the Schedule 13D is hereby amended and supplemented to add the following: This Amendment No. 6 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, Amendment No. 3 thereto filed on March 21, 1997, Amendment No. 4 thereto filed on May 29, 1997, and Amendment No. 5 thereto filed on June 10, 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") and shares of the Common Stock issuable pursuant to or in connection with an Acceleration and Exchange Agreement, dated as of June 5, 1997, among the Company and the Purchasers (the "Exchange Agreement"). Capitalized terms used herein without definition shall have the meanings given them in the Schedule 13D. ITEM 3. Source and Amount of Funds or Other Consideration ------------------------------------------------- Item 3 of the Schedule 13D is hereby amended and supplemented to add the following: On June 12, 1997, the Company, Trefoil and GEI consummated the Accelerated Closing pursuant to the Exchange Agreement, thereby purchasing an aggregate of 800,000 shares of Class A Stock (the "Accelerated Shares") for $40,000,000. The funds used to purchase the shares of Class A Stock were obtained in the manner set forth in the Schedule 13D. Immediately following the Class A Closing, the Purchasers received, pursuant to the Exchange, 800,000 shares of the Class B Stock, in consideration for their surrender of an aggregate of 800,000 shares of the Accelerated Shares. ITEM 4. Purpose of Transaction. ----------------------- Item 4 of the Schedule 13D is hereby amended and supplemented to add the following: On June 12, 1997, the Company, Trefoil and GEI consummated the Accelerated Closing pursuant to the Exchange Agreement, thereby purchasing an aggregate of 800,000 shares of the Accelerated Shares for $40,000,000. The funds used to purchase the shares of Class A Stock were obtained in the manner set forth in the Schedule 13D. Upon completion of the Accelerated Closing but prior to the Exchange Closing, the Purchasers executed and delivered the Voting and Ratification Agreement attached as Exhibit 1 hereto and incorporated herein and made a part hereof by reference (the "Voting and Ratification Agreement"). Pursuant to the Voting and Ratification Agreement, dated as of June 12, 1997, the Purchasers agreed that, at any meeting or in connection with any written consent, the Purchasers would cast all of the votes to which they were then entitled in favor of the transactions contemplated by the Exchange Agreement, including, without limitation, the Accelerated Closing, the Exchange Closing, and the issuance of the Reset Shares. At that time, the Purchasers held shares of Class A Stock entitled to cast approximately 57.47% of the aggregate number of votes entitled to be cast on any matter submitted to stockholders of the Company for a vote. Based on 10,000,000 shares of Common Stock outstanding as of June 5, 1997 and 60,142 shares of Class A Stock held by a party other than the Purchasers. Immediately following the Accelerated Closing, the Purchasers completed the Exchange Closing, and thereby received, pursuant to the Exchange, an aggregate of 800,000 shares of the Class B Stock, in consideration for their surrender of an aggregate of 800,000 shares of the Accelerated Shares. In addition, in accordance with the Exchange Agreement and the Class B Certificate, the Purchasers are entitled to receive (i) up to 2,000,000 Reset Shares on the Reset Date and (ii) the aggregate number of shares of Common Stock into which such holder's Class B Shares are convertible from time to time. Subject to the foregoing and to the responses to Items 5 and 6 herein, the Purchasers have no plans or proposals which relate to or would result in any such transaction, event or action as is enumerated in paragraphs (a) through (j) of Item 4 of the form of Schedule 13D promulgated under the Exchange Act. ITEM 5. Interests in Securities of the Issuer. -------------------------------------- Item 5 of the Schedule 13D is hereby amended and supplemented to add the following: (a) For purposes of Rule 13d-3 under the Exchange Act, by virtue of the Accelerated Closing and the Exchange Closing, each of Trefoil and GEI may be deemed to be the beneficial owner of an aggregate of 25,221,348 shares of Common Stock into which the aggregate 1,240,424 shares of Class A Stock and 800,000 shares of Class B Stock are convertible. Such 25,221,348 shares of Common Stock, if outstanding, would constitute approximately 70.77% of the total number of shares of Common Stock outstanding. Based on a conversion ratio of 6.8966 shares of Common Stock per Class A Share, determined in accordance with the terms of the Company's Certificate of Incorporation, as amended, and a conversion ratio of 20.8333 shares of Common Stock per Class B Share, determined in accordance with the terms of the Class B Certificate. Pursuant to terms of the Class B Certificate and the Letter Agreement described in Amendment No. 5 to the Schedule 13D, the Purchasers do not acquire as-converted voting rights with respect to the Class B Shares, and have agreed not to exercise their conversion rights with respect to the Class B Shares, until the satisfaction of the NASDAQ Condition. The NASDAQ Condition is anticipated to be satisfied on June 22, 1997. Because June 22, 1997 is within the 60-day period contemplated by Rule 13d-3 under the Exchange Act, such shares are hereby reported as beneficially owned by the Purchasers as of the date hereof. ITEM 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. -------------------------------------------------------- The responses set forth in all of Item 4 of this Amendment No. 6 are incorporated herein by reference in their entirety. The Voting and Ratification Agreement provides that it shall terminate upon the earlier to occur of: (a) December 31, 1997, (b) the tenth (10th) day following the date on which the Company has satisfied all conditions, if any, requisite to consummation of the Closings (as defined in the Exchange Agreement) without violating the Company's obligations under the NASDAQ Rules and (c) the tenth (10th) day following termination of the Exchange Agreement in accordance with its terms. The foregoing description of the Voting and Ratification Agreement is qualified in its entirety by reference to the full text thereof, filed as Exhibit 1 hereto, and is incorporated herein by reference. ITEM 7. Material to be Filed as Exhibits. -------------------------------- Exhibit 1 -- Form of Ratification and Voting Agreement, dated as of June 12, 1997, between Trefoil Capital Investors II, L.P. and GE Investment Private Placement Partners II, A Limited Partnership. 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: June 12, 1997 TREFOIL CAPITAL INVESTORS II, L.P. By: Trefoil Investors II, Inc., a general partner By: Geoffrey T. Moore ------------------------------ Name: Geoffrey T. Moore Title: Vice President TREFOIL INVESTORS II, INC. By: 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: June 12, 1997 GE INVESTMENT PRIVATE PLACEMENT PARTNERS II, A LIMITED PARTNERSHIP By: GE Investment Management Incorporated, as general partner By: Michael M. Pastore ------------------------------ Name: Michael M. Pastore Title: Vice President GE INVESTMENT MANAGEMENT INCORPORATED By: Michael M. Pastore ------------------------------ Name: Michael M. Pastore Title: Vice President GENERAL ELECTRIC COMPANY By: John H. Myers ------------------------------ Name: John H. Myers Title: Vice President SIGMA HEDGE PARTNERS, G.P. By: Delta PT Investors Corporation, a general partner By: Michael M. Pastore ------------------------------ Name: Michael M. Pastore Title: Vice President DELTA PT INVESTORS CORPORATION By: Michael M. Pastore ------------------------------ Name: Michael M. Pastore Title: Vice President EPSILON EQUITIES, INC. By: Michael M. Pastore ------------------------------ Name: Michael M. Pastore Title: Vice President GENERAL ELECTRIC PENSION TRUST By: Alan M. Lewis ------------------------------ Name: Alan M. Lewis Title: Trustee Exhibit Index Document -------- Exhibit 1 -- Form of Ratification and Voting Agreement, dated as of June 12, 1997, between Trefoil Capital Investors II, L.P. and GE Investment Private Placement Partners II, A Limited Partnership. EX-1 2 EXHIBIT 1 RATIFICATION AND VOTING AGREEMENT --------------------------------- RATIFICATION AND VOTING AGREEMENT (the "Agreement"), dated as of June 12, 1997, between Trefoil Capital Investors II, L.P., a Delaware limited partnership ("Trefoil II") and GE Investment Private Placement Partners II, A Limited Partnership, a Delaware limited partnership ("GEI II" and together with Trefoil II, the "Purchasers"), concerning The Grand Union Company, a Delaware corporation (the "Company"). PREAMBLE -------- The Company and the Purchasers are parties to a Stock Purchase Agreement (the "Purchase Agreement"), dated as of July 30, 1996, which provided, among other things, for the acquisition by the Purchasers of shares of the Company's Class A Convertible Preferred Stock (the "Class A Preferred Stock"). The Company and the Purchasers are parties to an Acceleration and Exchange Agreement (the "Acceleration and Exchange Agreement"), dated as of June 5, 1997, which provides, among other things, for the acquisition by the Purchasers of shares of the Company's Class B Convertible Preferred Stock (the "Class B Preferred Stock"). As of the date hereof, each of the Purchasers holds sole voting power with respect to shares of Class A Preferred Stock of the Company entitled to the number of votes, or the number of shares of the common stock of the Company, par value $1.00 per share (the "Common Stock" and, together with the number of votes represented by the shares of Class A Preferred Stock set forth on Schedule I hereto, the "Voting Securities") set forth opposite such Purchaser's name on Schedule I (the "Subject Shares"). In order to induce the other Purchaser to consummate the transactions contemplated by the Acceleration and Exchange Agreement (the "Transactions") and for other good and valuable consideration, each Purchaser agrees to take reasonable steps to facilitate the Transactions and to vote the Subject Shares held by it as contemplated by this Agreement. ACCORDINGLY, the parties hereto agree as follows: 1. Voting in Favor of Acceleration and Exchange Agreement. Each Purchaser agrees to support the Acceleration and Exchange Agreement and the Transactions in any reasonable manner, including by taking any reasonable action requested by the other Purchaser; provided, however, that the foregoing shall not be deemed to restrict such Purchaser's ability, if any, to transfer or dispose of such Subject Shares. Each Purchaser will vote all of the Subject Shares held by it in favor of the Acceleration and Exchange Agreement and the Transactions, and against any agreement or course of action that would prohibit, delay, interfere with or otherwise be inconsistent with the Acceleration and Exchange Agreement or the Transactions, (a) at any annual or special meeting (or any adjournment or postponement thereof) of the stockholders of the Company at which the Acceleration and Exchange Agreement or the Transactions are submitted to a vote or (b) at the request of the other Purchaser, by its written consent. 2. Granting of Irrevocable Proxy. Upon the request of the other Purchaser, each Purchaser will deliver to one or more persons an irrevocable proxy (the "Proxy") with respect to all of the Subject Shares held by it, which such Proxy shall be deemed to be coupled with an interest, to vote all of the Subject Shares held by it in favor of the Acceleration and Exchange Agreement and the Transactions at any annual or special meeting of the stockholders of the Company at which the Acceleration and Exchange Agreement or the Transactions are submitted to a vote in the same manner and with the same effect as if such Purchaser was personally present at such meeting. Any such Proxy shall expire upon the Expiration Date as defined in Section 5 hereof. Notwithstanding anything to the contrary herein, Section 2 of the Stockholder Agreement, dated as of July 30, 1996, between the Purchasers, shall govern the voting of the Voting Stock held by each Purchaser with respect to election of members of the Board of Directors of the Company. 3. Third Party Offers. Between the date hereof and the Expiration Date, each Purchaser agrees that it shall not directly or indirectly solicit, initiate or encourage inquiries or proposals, or participate in any negotiations leading to any proposal, concerning any transaction involving the Company that would cause the Company to fail to consummate the Transactions or that would otherwise be inconsistent with, violate or breach the terms of this Agreement or the Acceleration and Exchange Agreement. Each Purchaser will promptly advise the other Purchaser of any offers or proposals it may receive relating to any such transaction. 4. Representations and Warranties of the Purchasers. Each Purchaser hereby represents and warrants to the other Purchaser as follows: 4.1. The Purchaser is validly existing and in good standing under the laws of the jurisdiction of its organization. 4.2. The Purchaser is the sole, true and lawful record owner of the Subject Shares set forth opposite its name on Schedule I hereto and has all necessary power and authority to enter into this Agreement and to perform such Purchaser's obligations hereunder. 4.3. None of the Subject Shares owned by the Purchaser is subject to any voting trust or, except pursuant to this Agreement, or the Stockholder Agreement dated as of July 30, 1996 between the Purchasers, as amended (the "Purchasers Stockholder Agreement"), other agreement or arrangement with respect to the voting of such Subject Shares. 4.4. The execution, delivery and performance of this Agreement by the Purchaser and the consummation by it of the transactions contemplated hereby have been approved by all necessary action on the part of the Purchaser. 4.5. This Agreement is the legal, valid and binding agreement of the Purchaser. 4.6. The execution, delivery and performance of this Agreement by the Purchaser does not and will not constitute a violation of, conflict with or result in a default under (a) any contract, understanding or arrangement to which the Purchaser is a party or by which such Purchaser is bound, or require the consent of any other person or any party pursuant thereto, or (b) any judgment, decree or order applicable to the Purchaser. 4.7. The number of Subject Shares set forth opposite such Purchaser's name on Schedule I hereto are the only Voting Securities of the Company owned of record, by the Purchaser and the Purchaser owns no options to purchase or rights to subscribe for or otherwise acquire any other Voting Securities of the Company except pursuant to the Acceleration and Exchange Agreement and the Purchaser Stockholder Agreement. 5. Termination. This Agreement shall terminate on the earlier of (a) December 31, 1997, (b) the tenth (10th) day following the date on which the Company has satisfied all conditions, if any, requisite to consummation of the Closings (as defined in the Acceleration and Exchange Agreement) without violating the Company's obligations under the NASDAQ Rules and (c) the tenth (10th) day following termination of the Acceleration and Exchange Agreement in accordance with its terms (the "Expiration Date"). 6. Remedies. The parties hereto acknowledge that damages would be an inadequate remedy for a breach of the provisions of this Agreement and that, in addition to any other remedy available at law, the obligations of the Purchasers shall be specifically enforceable. 7. Miscellaneous. 7.1. Assignment. This Agreement shall not be assignable by the parties hereto, except by operation of law and except that any Proxy granted pursuant to the terms of this Agreement may be assigned by the Purchasers to any person affiliated with the Purchasers. 7.2. Amendments. This Agreement may not be modified, amended, altered or supplemented, except upon the execution and delivery of a written agreement executed by the Purchasers. 7.3. Notices. All notices, requests, claims, demands and other communications hereunder shall be given in writing and shall be deemed sufficiently given when delivered by hand or by conformed facsimile transmission, on the second business day after a writing is consigned (freight prepaid) to a commercial overnight courier, and on the fifth business day after a writing is deposited in the mail, postage and other charges prepaid, addressed as follows: (a) If to Trefoil II: Trefoil Capital Investors II, L.P. c/o Shamrock Capital Advisors, Inc. 4444 Lakeside Drive Burbank, CA 91505 Attn: Stanley P. Gold, President Telecopier No.: (818) 845-9718 Telephone No.: (818) 845-4444 With a copy to: Fried, Frank, Harris, Shriver & Jacobson 350 South Grand Avenue, Suite 3200 Los Angeles, CA 90071 Attn: David K. Robbins, Esq. Telecopier No.: (213) 473-2222 Telephone No.: (213) 473-2000 With copies to: Chief Executive Officer The Grand Union Company 201 Willowbrook Boulevard Wayne, NJ 07470-0966 Telecopier No.: (201) 890-6012 Telephone No.: (201) 890-6000 and Davis Polk & Wardwell 450 Lexington Avenue New York, NY 10017 Attn: William L. Rosoff, Esq. Telecopier No.: (212) 450-4800 Telephone No.: (212) 450-4000 (b) If to GEI II. GE Investment Private Placement Partners II, A Limited Partnership 3003 Summer Street Stamford, CT 06905 Attn: Michael Pastore Telecopier No.: (203) 326-4177 Telephone No.: (203) 326-2300 With copies to: Dewey Ballantine 1301 Avenue of the Americas New York, NY 10019 Attn: Sanford W. Morhouse, Esq. Telecopier No.: (212) 259-6333 Telephone No.: (212) 259-8000 and Chief Executive Officer The Grand Union Company 201 Willowbrook Boulevard Wayne, NJ 07470-0966 Telecopier No.: (201) 890-6012 Telephone No.: (201) 890-6000 and Davis Polk & Wardwell 450 Lexington Avenue New York, NY 10017 Attn: William L. Rosoff, Esq. Telecopier No.: (212) 450-4800 Telephone No.: (212) 450-4000 or to such other address as the Purchaser may have furnished to the other Purchaser, in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt. 7.4. Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York. 7.5. Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall continue in full force and effect and shall in no way be affected, impaired or invalidated. 7.6. Counterparts. This Agreement may be executed in several counterparts, each of which shall be an original, but all of which together shall constitute one and the same Agreement. IN WITNESS WHEREOF, the Purchasers have caused this Ratification and Voting Agreement to be duly executed as of the day and year first above written. TREFOIL CAPITAL INVESTORS II, L.P. By: TREFOIL INVESTORS II, INC., its managing general partner By: Michael J. McConnell --------------------------- Name: Michael J. McConnell Title: Vice President GE INVESTMENT PRIVATE PLACEMENT PARTNERS II, A LIMITED PARTNERSHIP By: GE INVESTMENT MANAGEMENT INCORPORATED, a general partner By: Michael M. Pastore --------------------------- Name: Michael M. Pastore Title: Vice President Schedule I Percentage of Currently Number of Outstanding Voting Voting Securities of the Name and Address of Stockholder Securities Held Company ------------------------------- --------------- ------- Trefoil Capital Investors II, L.P. 7,035,994 28.74% c/o Shamrock Capital Advisors, Inc. 4444 Lakeside Drive Burbank, CA 91505 GE Investment Private Placement 7,035,994 28.74% Partners II, A Limited Partnership 3003 Summer Street Stamford, CT 06905 -----END PRIVACY-ENHANCED MESSAGE-----