-----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, E/C6CkyZlwiSu6xrjpWywD26rt+IqAWjMl8npESj1osF3lzws8MksCHVhp7N0geL zvgNUzAr2FdcZVctxGVMyw== 0000909518-01-000269.txt : 20010312 0000909518-01-000269.hdr.sgml : 20010312 ACCESSION NUMBER: 0000909518-01-000269 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010304 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010308 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: 1563344 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): March 4, 2001 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:\1022289\01\LWSX01!.DOC\50318.0009 ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. On March 4, 2001, The Grand Union Company (the "Company"), which filed a voluntary chapter 11 petition in the United States Bankruptcy Court in Newark, New Jersey on October 3, 2000, disclosed that it had completed the previously announced sale of substantially all of its assets and business to C&S Wholesale Grocers, Inc., the Company's principal supplier, for a purchase price of approximately $301.8 million. The terms of the transaction are set forth in the definitive asset sale agreement, a copy of which was filed as an exhibit to Form 8-K by the Company with the Securities and Exchange Commission on November 14, 2000. A copy of the press release announcing the completion of the sale is filed as Exhibit 99.1 to this Form 8-K and is hereby incorporated by reference. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS Exhibit No. Exhibit - ----------- ------- 99.1 Press Release, dated March 4, 2001, announcing the sale by the Company of substantially all of its assets and business to C&S Wholesale Grocers, Inc. 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: March 8, 2001. By: /s/ Glenn J. Smith ----------------------------------------- Glenn J. Smith Senior Vice President 3 EXHIBIT INDEX Exhibit No. Exhibit - ----------- ------- 99.1 Press Release, dated March 4, 2001, announcing the sale by the Company of substantially all of its assets and business to C&S Wholesale Grocers, Inc. 4 EX-99 2 0002.txt EXHIBIT 99.1 Exhibit 99.1 GRAND UNION LOGO CONTACTS: Mark Gross, Senior VP and General Counsel Kimberly Kriger C&S Wholesale Grocers, Inc. Kekst and Company (802) 257-6025 (212) 521-4862 mgross@cswg.com - --------------- Jeffrey P. Freimark President and CEO, Grand Union (973) 890-6340 jfreimark@grandunionco.com GRAND UNION ANNOUNCES COMPLETION OF ASSET SALE TO ------------------------------------------------- C&S WHOLESALE GROCERS --------------------- WAYNE, NJ, MARCH 4, 2001 - The Grand Union Company (OTC BB: GUCO) announced today that it has completed the sale of substantially all of its assets and business to GU Markets, LLC, an affiliate of C&S Wholesale Grocers, Inc., and other third party purchasers. Virtually all of the locations that will remain retail supermarkets have either already re-opened for business or will do so after a very short renovation period. Included in the assets acquired by GU Markets are approximately 170 of Grand Union's operating locations, the Company's distribution center in Montgomery, New York, and certain other non-operating locations. Of the 170 locations acquired, approximately 45 locations are expected to be immediately transferred to third party purchasers, including six to Pathmark, 19 to Shaws and 20 to Tops. The remaining locations being purchased by GU Markets and other third party purchasers will continue to operate under the Grand Union name for various transition periods, which are expected to last up to 90 days. Following the transition period, it is anticipated that GU Markets will operate approximately 30 retail food operations. During the transition period, liquidation sales will be conducted to sell the inventory at approximately 40 locations, which will either close for renovations or will be sold by GU Markets to non-food retail operators. It is anticipated that the transition period also will be utilized to permit the orderly transfer of: o 5 locations to Hannaford; o 42 locations to Stop & Shop; o approximately 30 locations to other retail food operators; and o approximately 15 locations to operators of other types of retail establishments. 5 Grand Union will retain 16 locations and seek alternative buyers prior to the effective date of the lease rejections. GU Markets will hold liquidation sales at those locations. 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. 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. # # # 6 -----END PRIVACY-ENHANCED MESSAGE-----