-----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, O+ZOeqvcDDvrk4V386dfFCEq0CfezV8i/fWYe9HDYMx0J2vrLXiG7GghnHSS52Q2 fAVhwa7g5seyFwo56LoGNg== 0000909518-00-000115.txt : 20000215 0000909518-00-000115.hdr.sgml : 20000215 ACCESSION NUMBER: 0000909518-00-000115 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000214 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000214 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GRAND UNION CO /DE/ CENTRAL INDEX KEY: 0000316236 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-GROCERY STORES [5411] IRS NUMBER: 221518276 STATE OF INCORPORATION: DE FISCAL YEAR END: 0403 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-07824 FILM NUMBER: 542398 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 8-K 1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 ------------------------ Date of Report (Date of Earliest Event Reported): February 14, 2000 THE GRAND UNION COMPANY - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in its Charter) DELAWARE - -------------------------------------------------------------------------------- (State or Other Jurisdiction of Incorporation) 0-26602 22-1518276 - -------------------------------------- -------------------------------------- (Commission File Number) (I.R.S. Employer Identification No.) 201 WILLOWBROOK BOULEVARD WAYNE, NEW JERSEY 07470 - -------------------------------------------------------------------------------- (Address of Principal Executive offices) (Zip Code) (973) 890-6000 - -------------------------------------------------------------------------------- (Registrant's Telephone Number, Including Area Code NOT APPLICABLE - -------------------------------------------------------------------------------- (Former Name or Former Address, if changed Since Last Report) ================================================================================ NY2:\878022\01\$TH$01!.DOC\50318.0005 ITEM 5. OTHER EVENTS On February 14, 2000, the Registrant issued a press release disclosing certain changes to the Registrant's management and Board of Directors. The press release, which is filed as Exhibit 99.1 to this Form 8-K and hereby incorporated by reference, contains a more complete description of such events. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS Exhibit No. Exhibit - ----------- ------- 99.1 Press Release, dated February 14, 2000, announcing changes to the Registrant's management and Board of Directors. 2 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized. The Grand Union Company Date: February 14, 2000. By: /s/ Glenn J. Smith ---------------------------- Glenn J. Smith Senior Vice President 3 EXHIBIT INDEX Exhibit No. Exhibit - ----------- ------- 99.1 Press Release, dated February 14, 2000, announcing changes to the Registrant's management and Board of Directors. 4 EX-99 2 EXHIBIT 99.1 For further information: Jeffrey P. Freimark Executive Vice President and CFO (973) 890-6340 jfreimark@grandunionco.com -------------------------- FOR IMMEDIATE RELEASE - --------------------- GRAND UNION ELECTS ITS PRESIDENT, GARY M. PHILBIN, CHIEF EXECUTIVE; PROMOTES CFO JEFFREY P. FREIMARK TO CHIEF ADMINISTRATIVE OFFICER; STEPHEN M. PECK NAMED CHAIRMAN OF THE BOARD WAYNE, NJ, February 14, 2000 --- The Grand Union Company (Nasdaq: GUCO) announced today that J. Wayne Harris has been removed from his position as chief executive officer, Chairman of the Board, and a director of the Company, effective immediately. Gary M. Philbin, the Company's president and a member of the Board of Directors, was elected CEO to replace Harris, and Stephen M. Peck, a non-management director, has become Chairman of the Board, replacing Harris in that role. Philbin had served as Grand Union's president and chief merchandising officer since joining the Company in 1997. In addition, Jack W. Partridge, Jr., resigned from his position as vice chairman, chief administrative officer and a director of Grand Union, and the Company promoted its executive vice president and chief financial officer, Jeffrey P. Freimark, to succeed him as chief administrative officer. Freimark, who came to Grand Union in 1997 and continues as CFO, has also been elected to Grand Union's Board of Directors. 5 Speaking about the remaining 14-person Board, Mr. Peck said: "We are all very pleased with the composition of the entire Board and its capacity to support management in all areas as we seek to enhance the value of Grand Union." Commenting on the top-level management restructuring, CEO Philbin stated: "We are now in the fourth quarter of what has proven to be a challenging fiscal year. It is also clear that we must step up our efforts to refine and revitalize our retailing and merchandising strategies. We must also execute our plans for opening new and remodeled stores, and bolstering operations at existing locations." "There is a substantial amount of work yet to be done to rationalize and strengthen the framework for Grand Union's future success," Philbin said. "Our task will be to manage the business so that we effectively balance our improving efficiencies with better merchandising to build store traffic. That means focusing our efforts on growing sales and gross margin, controlling expenses even better, following through on our capital development program, and making sure that all associates are working together to achieve the Grand Union mission." Regarding the departure from the Company of Jack Partridge, Philbin added, "We have enjoyed working with Jack during the past two years, wish him the best in his future endeavors and thank him for his important contributions to Grand Union." Gary Philbin became Grand Union's president and chief merchandising officer in October 1997, having joined the Company from SuperValu, Inc, where he was executive vice president of merchandising for its Cub Food Stores Division. Prior to that, he was vice president of merchandising with the Waldbaum's Division of The Great Atlantic & Pacific Tea Company, Inc., and had been in key 6 merchandising and operations posts at The Kroger Co. Jeffrey Freimark has been with Grand Union since March 1997, and in his role as CFO he initially also held chief administrative responsibilities. He came to the Company following 11 years at Pueblo Xtra International, Inc., a leading supermarket chain in Puerto Rico and the U.S. Virgin Islands, where, most recently, he served as executive vice president and CFO. Prior to that, he held senior financial and legal posts at New Jersey-based Kings Super Markets, Inc. Grand Union operates 217 retail food stores in Connecticut, New Hampshire, New Jersey, New York, Pennsylvania and Vermont. * * * * * SOME OF THE MATTERS DISCUSSED HEREIN ARE "FORWARD-LOOKING STATEMENTS" WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. SUCH FORWARD-LOOKING STATEMENTS ARE SUBJECT TO RISKS, UNCERTAINTIES AND OTHER FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM FUTURE RESULTS EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. FOR ADDITIONAL INFORMATION ABOUT THE COMPANY AND ITS VARIOUS RISK FACTORS, PLEASE SEE THE COMPANY'S MOST RECENT FORM 10-K FOR THE FISCAL YEAR ENDED APRIL 3, 1999, AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 2, 1999, AND ITS FORM 10-Q DATED OCTOBER 16, 1999, AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 30, 1999. 7 -----END PRIVACY-ENHANCED MESSAGE-----