-----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, TAhyL4qlcBGGSfghA9dCh5EPratWcVooUjP7AWne7mMFA3SslVCQNtKsmRQwSuLD 7MjYbNYaAGIodpKQF6lY3A== /in/edgar/work/0000909518-00-000771/0000909518-00-000771.txt : 20001129 0000909518-00-000771.hdr.sgml : 20001129 ACCESSION NUMBER: 0000909518-00-000771 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20001116 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20001128 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: 777776 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): November 16, 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:\985656\01\L4JC01!.DOC\50318.0009 ITEM 5. OTHER EVENTS. On November 16, 2000, The Grand Union Company (the "Company") conducted an auction of its assets in accordance with procedures approved by the Bankruptcy Court. Following the auction, the Company announced that no higher or better offers had been received and that the Company would proceed with the previously announced transaction to sell substantially all of its assets to C&S Wholesale Grocers, Inc., the Company's principal supplier. The press release announcing the results of the auction to sell its assets, 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. On November 27, 2000, the Company announced that Jeffrey P. Freimark had been named President and Chief Executive Officer of the Company following the resignation of Gary Philbin from those positions and as a director of the Company. Mr. Freimark will continue to serve as a director and the Company's Chief Financial Officer, Treasurer and Chief Administrative Officer. The press release announcing the changes in management, which is filed as Exhibit 99.2 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 November 17, 2000. 99.2 Press Release, dated November 27, 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 28, 2000. By: /s/ Glenn J. Smith -------------------------------- Glenn J. Smith Senior Vice President 3 EXHIBIT INDEX Exhibit No. Exhibit - ----------- ------- 99.1 Press Release, dated November 17, 2000. 99.2 Press Release, dated November 27, 2000. 4 EX-99 2 0002.txt EXHIBIT 99.1 EXHIBIT 99.1 FOR FURTHER INFORMATION: Analysts/Investors: Media: - ------------------ ----- Jeffrey P. Freimark Susanne Marsh Executive Vice President and CFO Manager, Corporate Communications The Grand Union Company The Grand Union Company (973) 890-6340 (518) 877-0289, ext. 312 jfreimark@grandunionco.com smarsh@grandunionco.com - -------------------------- ----------------------- and and Mark Gross Kimberly Kriger or Jim Fingeroth C&S Wholesale Grocers Inc. Kekst and Company (802) 257-6025 (212) 521-4800 mgross@cswg.com GRAND UNION ANNOUNCES RESULTS OF AUCTION TO SELL ASSETS ------------------------------------------------------- WAYNE, NJ, NOVEMBER 17, 2000 - The Grand Union Company (OTC BB: GUCO), announced today that following the auction of its assets held yesterday, it will be proceeding with the previously announced agreement for the purchase by C&S Wholesale Grocers, Inc. of substantially all of the Company's assets and business. C&S, which is Grand Union's principal supplier, will pay $301.8 million in cash upon closing of the transaction. Included in the assets to be acquired are 185 of Grand Union's 197 stores and the Company's distribution center in Montgomery, New York. C&S intends to operate certain of these stores and to assign its right to purchase certain other of these stores to other supermarket operators. The closing of the transaction remains subject to customary closing conditions, including governmental antitrust approval and Bankruptcy Court approval. The Company also announced that as a result of the auction it entered into a definitive agreement to sell the store and building owned by the Company at 124-138 Bleecker Street in New York City to New York University for approximately $24 million. The sale is subject to Bankruptcy Court approval. 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 5 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. # # # 6 EX-99 3 0003.txt EXHIBIT 99.2 Exhibit 99.2 FOR FURTHER INFORMATION: Analysts/Investors: Media: - ------------------ ----- Jeffrey P. Freimark Susanne Marsh President, CEO, CFO & Treasurer Manager, Corporate Communications (973) 890-6340 (973) 890-6101, (518) 877-0289 x312 jfreimark@grandunionco.com smarsh@grandunionco.com - -------------------------- ----------------------- and Kimberly Kriger or Jim Fingeroth Kekst and Company (212) 521-4800 GRAND UNION NAMES JEFFREY FREIMARK PRESIDENT AND CEO ---------------------------------------------------- WAYNE, NJ, NOVEMBER 27, 2000 - The Grand Union Company (OTC BB: GUCO), announced today that Jeffrey P. Freimark has been named President and Chief Executive Officer, effective immediately. Mr. Freimark will continue to serve as Chief Financial Officer, Treasurer and Chief Administrative Officer. He succeeds Gary Philbin, who has resigned from the positions of President and CEO, and as a director of the Company. Mr. Philbin's position on the Board will not be filled and the size of the Board has been reduced to six. In addition, Robert F. Smith, currently Corporate Vice President of Merchandising, will assume the newly created position of Executive Vice President and Chief Operating Officer. Grand Union filed a voluntary chapter 11 petition in the U.S. Bankruptcy Court in Newark, New Jersey on October 3, 2000, in order to facilitate the planned sale of the Company and provide for additional funding during the sale process. On November 13, the Company announced that it had entered into a definitive agreement for the purchase by C&S Wholesale Grocers, Inc. of substantially all of the Company's assets and business. On November 16, 2000 the Company announced that no higher or better bids for Grand Union's assets were obtained at the auction under Bankruptcy Court procedures. Stephen Peck, Chairman of the Board of Grand Union commented, "Gary has led the company through a very challenging period. With the sale process now well underway, his task has been completed. We appreciate his efforts and wish him the best for the future. Jeff knows the Company well and is highly qualified to take on this new role. He will continue to work closely with the Company's advisors and the Executive Committee of the Board to ensure that the sale and the Chapter 11 process are successfully completed." 7 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. # # # 8 -----END PRIVACY-ENHANCED MESSAGE-----