-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, kRcPNj7je3qmUrnLs4b/sr+ZbqGgfT1JZZGZxRGh+nqRxRwZjP/h/SdaJBZIGRc8 kYw8VYRbNjaLQgRmmyoavQ== 0000912057-95-005022.txt : 199506300000912057-95-005022.hdr.sgml : 19950630 ACCESSION NUMBER: 0000912057-95-005022 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19950615 ITEM INFORMATION: Changes in control of registrant FILED AS OF DATE: 19950629 SROS: SSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: GRAND UNION CO /DE/ CENTRAL INDEX KEY: 0000316236 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-GROCERY STORES [5411] IRS NUMBER: 251518276 STATE OF INCORPORATION: DE FISCAL YEAR END: 0325 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 033-48282-01 FILM NUMBER: 95550858 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 8-K 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) June 15, 1995 ------------- THE GRAND UNION COMPANY - ------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Delaware 33-48282-01 22-1518276 - ------------------------------------------------------------------------------- (State or Other Jurisdiction (Commission (I.R.S. Employer of Incorporation) File Number) Identification No.) 201 Willowbrook Boulevard, Wayne, New Jersey 07470-0966 - ------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (201) 890-6000 -------------- - ------------------------------------------------------------------------------- (Former name or former address, if changed since last report) Item 1. CHANGE IN CONTROL OF REGISTRANT Pursuant to an order entered on May 31, 1995, by the United States Bankruptcy Court for the District of Delaware in the case styled IN RE: THE GRAND UNION COMPANY ALSO D/B/A BIG STAR, Chapter 11 Case No. 95-84 (PJW), confirming the Second Amended Chapter 11 Plan of Reorganization of The Grand Union Company ("Grand Union" or the "Company"), dated April 19, 1995, as modified (the "Plan"), the Plan was consummated, and the Effective Date, as defined therein, occurred, on June 15, 1995. In accordance with the terms of the Plan, all the shares of capital stock of Grand Union outstanding prior to the Effective Date, which were held by Grand Union Capital Corporation ("Capital"), were cancelled as of the Effective Date, and the holders of claims for the principal of and interest on the senior subordinated indebtedness of Grand Union became entitled to receive 10,000,000 shares of new common stock of Grand Union, par value $1.00 per share (the "New Common Stock"), in satisfaction of such claims. Such shares were issued to the Company's exchange agent, IBJ Schroder Bank & Trust Co. (the "Exchange Agent"), which is currently in the process of distributing the New Common Stock to holders of such claims. Such shares constitute all the capital stock of Grand Union outstanding as of the date hereof. In addition, series 1 warrants and series 2 warrants (the "Series 1 Warrants" and the "Series 2 Warrants", respectively, and, collectively, the "Warrants") to purchase, in aggregate, 900,000 shares of the New Common Stock were issued to the Exchange Agent for distribution in satisfaction of claims held by certain securities holders of Capital. Although the distribution of New Common Stock and Warrants is not complete, based upon information the Company has received from the persons or entities involved, the persons, entities or groups which would, after the completion of the distribution of securities to be distributed pursuant to the Plan, be entitled to own -2- beneficially more than five percent of the voting New Common Stock, include the following persons.
Percentage of Number of Shares Outstanding Name and Address of New Common Stock Shares of New of Beneficial Holder Beneficially Owned(1) Common Stock(2) - -------------------- --------------------- --------------- Putnam Investment Management........ 3,258,633(3)(4) 32.53% One Post Office Square Boston, MA 02109 Putnam High Yield Trust............. 1,688,769(5) 16.89% c/o Putnam Investment Management One Post Office Square Boston, MA 02109 _______________________ (1) Due to the treatment of fractional interests in New Common Stock and Warrants, these numbers are approximate until completion of the exchanges provided for under the Plan. (2) For purposes of the computation of percentages of New Common Stock ownership, a holder is deemed to own beneficially all shares which may be acquired by such holder upon exercise of Warrants held by such holder and such shares are deemed to be outstanding, but no shares of New Common Stock which may be acquired by any other holder upon exercise of Warrants held by such other holder are deemed to be outstanding. (3) Includes 6,026 shares of New Common Stock issuable upon exercise of Series 1 Warrants, and 12,051 shares exercisable upon exercise of Series 2 Warrants. (4) Shares of New Common Stock beneficially held by Putnam Investment Management are as a result of the holdings of various investment funds and other institutional investors for which Putnam Investment Management or affiliated entities act as investment advisors. These shares of New Common Stock include the shares held by Putnam High Yield Trust and Putnam Diversified Income Fund, whose holdings are also separately reported in the table. See Notes (5) and (6). (5) These shares of New Common Stock are also beneficially owned by Putnam Investment Management. See Note (4) above.
-3- Putnam Diversified Income Fund...... 546,560(6) 5.46% c/o Putnam Investment Management One Post Office Square Boston, MA 02109 _______________________ (6) Includes 2,352 shares of New Common Stock issuable upon exercise of Series 1 Warrants, and 4,704 shares of New Common Stock issuable upon exercise of Series 2 Warrants. All of the shares held by Putnam Diversified Income Fund are also beneficially owned by Putnam Investment Management. See Note (4) above.
The Registrant is not aware of any arrangement the operation of which may at a subsequent date result in a change in control of the Registrant. -4- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. THE GRAND UNION COMPANY ----------------------- (Registrant) Date: June 29, 1995 /s/ Kenneth R. Baum ----------------------- Kenneth R. Baum Senior Vice President, Chief Financial Officer and Secretary (Principal Financial Officer and Principal Accounting Officer) -5- -----END PRIVACY-ENHANCED MESSAGE-----