-----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, JBG3Q/v/vFGsnl8PRUJuB8JRilMhPHMz17I0w7aYP4pc0D2oZ6IeRzmMLsrq4BdX qD9rR6BHI2ONPGcsImhcag== /in/edgar/work/20001101/0000909518-00-000685/0000909518-00-000685.txt : 20001106 0000909518-00-000685.hdr.sgml : 20001106 ACCESSION NUMBER: 0000909518-00-000685 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20001030 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20001101 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: 750936 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 30, 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:\978171\01\KYRF01!.DOC\50318.0009 ITEM 5. OTHER EVENTS. On October 30, 2000, The Grand Union Company (the "Company") entered into a letter of intent with C&S Wholesale Grocers, Inc. ("C&S"), the Company's principal supplier, which provides for the purchase by C&S of substantially all of the Company's assets and business for a purchase price in excess of $300 million. The press release announcing the execution of the letter of intent, 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 30, 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: November 1, 2000. By: /s/ Glenn J. Smith ---------------------------- Glenn J. Smith Senior Vice President 3 EXHIBIT INDEX Exhibit No. Exhibit - ----------- ------- 99.1 Press Release, dated October 30, 2000. 4 EX-99 2 0002.txt EXHIBIT 99.1 FOR FURTHER INFORMATION: Analysts/Investors: Media: - ------------------ ----- Jeffrey P. Freimark Susanne Marsh Executive Vice President and CFO Manager, Corporate Communications (973) 890-6340 (518) 877-0289, ext. 312 jfreimark@grandunionco.com smarsh@grandunionco.com - -------------------------- ----------------------- and Kimberly Kriger or Jim Fingeroth Kekst and Company (212) 521-4800 C&S SIGNS LETTER OF INTENT TO PURCHASE GRAND UNION ASSETS --------------------------------------------------------- WAYNE, NJ, OCTOBER 30, 2000 - The Grand Union Company (OTC BB: GUCO), announced today that it has entered into a letter of intent providing for the purchase by C&S Wholesale Grocers, Inc. of substantially all of the Grand Union Company's assets and business. Under the terms of the letter of intent, C&S, which is Grand Union's principal supplier, will pay slightly in excess of $300 million in cash upon closing of the transaction. Included in the assets to be acquired pursuant to the letter of intent, are approximately 185 of Grand Union's 197 stores and the Company's distribution center in Montgomery, New York. C&S intends to assign its right to purchase certain of these assets to third parties. The closing of the transaction is subject to the signing of a definitive agreement and other customary closing conditions, including governmental antitrust approval, Bankruptcy Court approval and C&S obtaining financing pursuant to a bank commitment letter, which it expects to obtain shortly. This transaction will also be subject to higher or better bids for Grand Union's assets, which may be obtained at an auction to be held on November 16, 2000, pursuant to Bankruptcy Court procedures. Grand Union anticipates that a definitive agreement would be entered into prior to the auction. Based on the C&S letter of intent and indications of interest received from other parties, Grand Union does not believe that any distribution will be made to its shareholders or warrant holders following the completion of the sale process or pursuant to a chapter 11 reorganization plan. Grand Union filed a voluntary chapter 11 petition in the U.S. Bankruptcy Court in Newark, New Jersey on October 3, 2000, with the stated intention to facilitate the planned sale of the Company and provide for additional funding during the sale process. 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, and form 10-Q for the fiscal quarter ended July 22, 2000, as filed with the Securities and Exchange Commission on September 1, 2000. # # # -----END PRIVACY-ENHANCED MESSAGE-----