8-K 1 p8kmay16.txt 8K MAY 16, 2002 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): May 7, 2002 ----------- FOODARAMA SUPERMARKETS, INC. --------------------------------------------------------------- (Exact name of registrant as specified in charter) New Jersey 1-5745-1 21-0717108 --------------------------------------------------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) file number) Identification No.) Building 6, Suite 1, 922 Highway 33, Freehold, New Jersey 07728 (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code:(732) 462-4700 1 Item 5. Other Events On May 7, 2002, Foodarama Supermarkets, Inc. (the "Company") issued a press release stating that Wakefern Food Corporation ("Wakefern") had issued a separate press release reporting that Wakefern had entered into an agreement with Big V Supermarkets, Inc. ("Big V"), Fleet National Bank, as agent, the official committee of the unsecured creditors, the unofficial committee of holders of 11% Senior Subordinated Notes and Thomas H. Lee Partners, L.P. to amend the terms under which Wakefern will purchase Big V and propose, jointly with Big V, an amended plan of reorganization for Big V. The transaction is subject to bankruptcy court review and approval. A copy of the press release is being filed as an exhibit to this Current Report on Form 8-K. Item 7. Financial Statement and Exhibits (c) Exhibits. Exhibit 20 Press Release 2 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 hereunto duly authorized. FOODARAMA SUPERMARKETS, INC. (REGISTRANT) By: /S/ Michael Shapiro Michael Shapiro Senior Vice President Chief Financial Officer Date: May 17, 2002 3 EXHIBIT 20 CONTACT: Michael Shapiro Senior Vice President Chief Financial Officer (732) 294-2270 FOR IMMEDIATE RELEASE FOODARAMA SUPERMARKETS, INC. Freehold, N.J., May 7, 2002 - Foodarama Supermarkets, Inc. (ASE-FSM) (the "Company" or "Foodarama") announced today that, in a separate press release, Wakefern Food Corporation ("Wakefern") reported that it has entered into an agreement with Big V Supermarkets, Inc. ("Big V"), Fleet National Bank, as agent, the official committee of the unsecured creditors, the unofficial committee of holders of 11% Senior Subordinated Notes and Thomas H. Lee Partners, L.P. to amend the terms under which Wakefern will purchase Big V and propose, jointly with Big V, an amended plan of reorganization for Big V. Wakefern reported that the purchase price, including cash and assumption of certain secured debt and capital leases will not be less than $185 million and will include the contribution of a portion of Wakefern's recovery as an unsecured creditor of Big V. Big V filed for bankruptcy protection in November 2000. The transaction with Wakefern is subject to bankruptcy court review and approval. Additional information regarding the transaction is contained in Wakefern's press release dated May 3, 2002. Foodarama and Big V are members of the Wakefern cooperative, which furnishes distribution, marketing and back office support to its members. It is not possible to predict at this time what effect the reported agreement will have on Foodarama. -------------------------------------------------------------------------------- Certain information included in this press release and other Company filings (collectively, the "SEC filings") under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended (as well as information communicated orally or in writing between the dates of such SEC filings) contains or may contain forward looking information that is subject to certain risks, trends, and uncertainties that could cause actual results to differ materially from expected results. --------------------------------------------------------------------------------