-----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, MS+MGvc/7jt9qvTkSji95KyepXt3WAZpsMoleeKB/tGBRXwnrkBd8GAFWx4c7F65 atULKDS2JyCqOemhhI8dnQ== /in/edgar/work/0000909518-00-000619/0000909518-00-000619.txt : 20001006 0000909518-00-000619.hdr.sgml : 20001006 ACCESSION NUMBER: 0000909518-00-000619 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20001003 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20001005 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GRAND UNION CO /DE/ CENTRAL INDEX KEY: 0000316236 STANDARD INDUSTRIAL CLASSIFICATION: [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: 735321 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 0001.txt ================================================================================ 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): October 3, 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:\969931\01\KS#J01!.DOC\50318.0009 ITEM 3. BANKRUPTCY OR RECEIVERSHIP. On October 3, 2000, The Grand Union Company ("Grand Union") and its three wholly-owned subsidiaries (collectively with Grand Union, the "Company") each filed a voluntary petition for relief under Chapter 11 of Title 11 of the United States Code with the United States Bankruptcy Court for the District of New Jersey (the "Court"). The cases have been consolidated for the purpose of joint administration and were assigned to Judge Novalyn Winfield (case nos. 003-9613 through 003-9616). At a hearing held on October 3, 2000, the Court approved, on an interim basis, the Company's $60 million post-petition debtor-in-possession financing facility with Lehman Commercial Paper Inc., one of the Company's existing lenders, and the Company's interim supply agreement with C&S Wholesale Grocers, Inc. The press release announcing such filing, 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 October 3, 2000. 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: October 4, 2000. By: /s/ Glenn J. Smith ------------------------------ Glenn J. Smith Senior Vice President 3 EXHIBIT INDEX Exhibit No. Exhibit - ----------- ------- 99.1 Press Release, dated October 3, 2000. 4 EX-99 2 0002.txt EXHIBIT 99.1 FOR IMMEDIATE RELEASE FOR FURTHER INFORMATION: Susanne Marsh Kimberly Kriger/Jim Fingeroth Manager, Corporate Communications Kekst and Company (973) 890-6101 (212) 521-4800 smarsh@grandunionco.com GRAND UNION FILES VOLUNTARY CHAPTER 11 TO PROVIDE FURTHER FUNDING DURING SALE PROCESS WAYNE, NJ, OCTOBER, 3, 2000 - The Grand Union Company (OTC.BB: GUCO) today announced that, in order to facilitate the planned sale of the Company and provide for additional funding during the sale process, it has filed a voluntary chapter 11 petition in the U.S. Bankruptcy Court in Newark, New Jersey. The filing will enable the Company to continue to conduct business as usual, provide service to its customers and meet its commitments during the sale process. Grand Union also announced that it has obtained a $60 million debtor-in-possession financing commitment from Lehman Commercial Paper Inc., one of its existing lenders. Upon court approval, these funds will be available to the Company to help meet its ongoing needs and fulfill obligations associated with operating the business, including the prompt payment to vendors for goods and services that are provided after today's filing. Employees will continue to be paid in the normal manner. Commenting on Grand Union's announcement, president and chief executive officer Gary M. Philbin said, "This was a difficult but unavoidable decision in view of our recent financial performance and the need to obtain the funds to continue to provide service to our customers and meet our ongoing commitments during the sale process. At the same time, we have been working closely with our investment banker, Merrill Lynch, in seeking a sale of the Company to a new owner or owners, who are financially capable of supporting the business long term. "To this end, we have received expressions of interest from several parties and continue to be in discussions with potential purchasers of the Company in whole or in part. We believe chapter 11 protection will enable us to move forward with the sale process in an orderly manner and hope to have an agreement to sell the Company shortly. "In the interim, we expect normal operations of our stores, which will be open for business and serving customers as usual. Our new financing will enable us to meet our commitments to our trade and business creditors and fulfill our obligations to our employees without disruption. Importantly, our major supplier, C&S Wholesale Grocers, has agreed to continue to provide us with a regular flow of merchandise, and other suppliers are expected to continue regular shipments to our stores," Mr. Philbin concluded. In its most recent financial results, for the 16-week first fiscal quarter ended July 22, 2000, the Company posted sales of $658.0 million, compared with $687.3 million reported for the same period a year ago. Total sales were down 4.26%, with 200 stores in operation this year and 219 last year. Same store sales declined 2.67%. EBITDA for the period was $17.7 million this year, including a gain of approximately $6 million from the sale of the Company's Deer Park, NY location. Grand Union operates 197 retail food stores in Connecticut, 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 1, 2000, AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 30, 2000. # # # -----END PRIVACY-ENHANCED MESSAGE-----