SC 13E3/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________

SCHEDULE 13E-3

RULE 13e-3 TRANSACTION STATEMENT

(Pursuant to Section 13(e) of the Securities Exchange Act of 1934 and Rule 13e-3 thereunder)

(Amendment No. 3)

____________________

FOODARAMA SUPERMARKETS, INC.

(Name of Issuer)

____________________

FOODARAMA SUPERMARKETS, INC.

SAKER HOLDINGS CORP.

JOSEPH J. SAKER

RICHARD J. SAKER

JOSEPH J. SAKER, JR.

THOMAS A. SAKER

JOSEPH SAKER FAMILY PARTNERSHIP, L.P.

(Name of Person(s) Filing Statement)

____________________

Common Stock, par value $1.00 per share

(Title of Class of Securities)

344820105

(CUSIP Number of Class of Securities)

Michael Shapiro

Chief Financial Officer

922 Highway 33

Building 6, Suite l

Freehold, New Jersey 07728

(732) 294-2270

(Name, Address and Telephone Numbers of Person Authorized to Receive Notices and

Communications on Behalf of the Persons Filing Statement)

With a Copy to:

John A. Aiello, Esq.

Giordano, Halleran & Ciesla, P.C.

125 Half Mile Road

P.O. Box 190

Middletown, New Jersey 07748

(732) 741-3900

This statement is filed in connection with (check the appropriate box):

a. [ ] The filing of solicitation materials or an information statement subject to Regulation

14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934.

b.	x		The filing of a registration statement under the Securities Act of 1933.
c.	[	]	A tender offer.
d.	[	]	None of the above.

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: [ ]

Check the following box if the filing is a final amendment reporting the results of the transaction: [ ]

CALCULATION OF FILING FEE

Transaction Valuation (1)	Amount of Filing Fee
$56,309,084	$6,026

(1) The transaction valuation was determined by multiplying $52.00, the average of the high and low trading prices of the common stock of Foodarama Supermarkets, Inc. as of March 23, 2006, by 1,082,867 shares of Foodarama’s common stock to be exchanged pursuant to the transaction.

[ X ] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $5,498	Amount Previously Paid: $528
Form or Registration No.: Registration Statement on Form S-4.	Form or Registration No.: Amendment No. 1 to Registration Statement on Form S-4.
Filing Party: FSM-Delaware, Inc.	Filing Party: FSM-Delaware, Inc.
Date Filed: March 27, 2006	Date Filed: May 8, 2006

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INTRODUCTION

This Amendment No. 3 to Rule 13e-3 Transaction Statement on Schedule 13E-3 (the “Schedule 13E-3”) is being filed in connection with the Agreement and Plan of Share Exchange, dated as of March 2, 2006 (the “Share Exchange Agreement”) between Foodarama Supermarkets, Inc. (“Foodarama”) and FSM-Delaware, Inc. (“FSM-Delaware”), a Delaware corporation and wholly-owned subsidiary of Foodarama.

Pursuant to the Share Exchange Agreement, each outstanding share of Foodarama common stock will be exchanged for one share of the common stock of FSM-Delaware (the “Share Exchange”). As a result of the Share Exchange, Foodarama will become a wholly-owned subsidiary of FSM-Delaware.

The Share Exchange is part of a “going private” transaction which will result in Foodarama ceasing to be a publicly traded company. Saker Holdings Corp. (the “Purchaser”), a Delaware corporation formed by a purchaser group consisting of Richard J. Saker, President and Chief Executive Officer of Foodarama, Joseph J. Saker, Chairman of Foodarama, Joseph J. Saker, Jr., Senior Vice President - Marketing and Advertising and Secretary of Foodarama, Thomas A. Saker, Vice President of Store Operations of Foodarama, the Joseph Saker Family Partnership, L.P. and four other members of the family of Joseph J. Saker (collectively, the “Purchaser Group”), has announced its intention to make an offer (the “Tender Offer”) to purchase all of the outstanding shares of Foodarama common stock not currently owned by the Purchaser Group, at a price of $53 per share, and the completion of the Tender Offer is conditioned upon the approval of the Share Exchange by Foodarama’s shareholders. The Purchaser Group has announced that if the tender is completed, it plans to merge FSM-Delaware with and into Purchaser in a transaction which will result in each outstanding share of common stock of FSM-Delaware being converted into the right to receive $53 in cash, subject to each shareholder’s right to exercise “appraisal rights” under Delaware law.

This Schedule 13E-3 is being filed by Foodarama, the issuer of the securities that are the subject of the Rule 13e-3 transaction, the Purchaser and certain members of the Purchaser Group who are deemed to be affiliates of Foodarama. Concurrently with the filing of this Schedule 13E-3, FSM Delaware is filing with the Securities and Exchange Commission (the “SEC”) Amendment No. 3 to Registration Statement on Form S-4 which includes a proxy statement/prospectus (the “Proxy Statement/Prospectus”) pursuant to the Securities Act of 1933, as amended, containing information with respect to the Share Exchange Agreement and the “going private” transaction. The Proxy Statement/Prospectus is in preliminary form and is subject to completion or amendment.

The information set forth in the Proxy Statement/Prospectus, including all appendices thereto, is expressly incorporated by reference into this Schedule 13E-3 in its entirety, and responses to each item in this Schedule 13E-3 are qualified in their entirety by the provisions of the Proxy Statement/Prospectus.

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Item 1. Summary Term Sheet.

The information set forth in the Proxy Statement/Prospectus in the section captioned “Summary Term Sheet” is incorporated herein by reference.

Item 2. Subject Company Information.

(a) Name and Address.

The name of the subject company is Foodarama Supermarkets, Inc., a New Jersey corporation, with principal executive offices located at 922 Highway 33, Building 6, Suite 1, Freehold, New Jersey 07728. The telephone number of the principal executive offices of Foodarama is (732) 462-4700.

(b) Securities.

This Schedule 13E-3 relates to Foodarama’s common stock, par value $1.00 per share. As of June 12, 2006, there were 988,867 shares of common stock issued and outstanding.

(c) Trading Market and Price.

The information set forth in the Proxy Statement/Prospectus in the section captioned “Summary Term Sheet” is incorporated herein by reference.

(d) Dividends.

The information set forth in the Proxy Statement/Prospectus in the sections captioned “The Share Exchange – Dividends” and “Description of Authorized Shares of FSM-Delaware – Dividend Rights” is incorporated herein by reference.

(e) Prior Public Offerings.

Not applicable.

(f) Prior Stock Purchases.

Not applicable.

Item 3. Identity and Background of Filing Person.

(a) Name and Address.

This Schedule 13E-3 is being filed by Foodarama, the Purchaser and those members of the Purchaser Group who are deemed affiliates of Foodarama, namely, Joseph J. Saker, Chairman of Foodarama, Richard J. Saker, President and Chief Executive Officer of Foodarama, Joseph J. Saker, Jr., Senior Vice President-Marketing and Advertising and Secretary of Foodarama, Thomas A. Saker, Vice President – Store Operations of Foodarama, and the Joseph Saker Family Partnership, L.P. Foodarama is the subject company. As stated in Item 2 above, the principal executive offices of Foodarama are located at 922 Highway 33, Building 6, Suite 1,

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Freehold, New Jersey 07728, and the business telephone number of the principal executive offices of Foodarama is (732) 462-4700. The Purchaser, Joseph J. Saker, Richard J. Saker, Joseph J. Saker, Jr., Thomas A. Saker and the Saker Family Partnership, L.P. each maintains a business address c/o Foodarama Supermarkets, Inc., 922 Highway 33, Suite 1, Building 6, Freehold, New Jersey 07728. The telephone number of each of the aforementioned individuals and the Saker Family Partnership, L.P. is (732) 462-4700.

The information set forth in the Proxy Statement/Prospectus in the sections captioned “Summary Term Sheet” and “Management of Foodarama” is incorporated herein by reference.

(b) Business and Background of Entities.

As provided above, the Purchaser is a Delaware corporation formed by the Purchaser Group in furtherance of the transactions described herein. During the last five years, the Purchaser has neither been convicted in a criminal proceeding nor has it been a party to any judicial or administrative proceeding that resulted in a judgment, decree or final order enjoining future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation with respect to such laws.

The information set forth in the Proxy Statement/Prospectus in the sections captioned “Summary Term Sheet” and “Special Factors – Reasons for and Purpose of the Share Exchange; Reasons for and Purpose of the Going Private Transaction” is incorporated herein by reference.

(c) Business and Background of Natural Persons.

The information set forth in the Proxy Statement/Prospectus in the section captioned “Management of Foodarama” is incorporated herein by reference.

Item 4. Terms of the Transaction.

(a) Material Terms.

The information set forth in the Proxy Statement/Prospectus in the sections captioned “Summary Term Sheet,” “Special Meeting – Required Vote for the Share Exchange,”“Special Factors – Structure of the Share Exchange; Reasons for and Purpose of the Share Exchange; Reasons for and Purpose of the Going Private Transaction; Background of the Share Exchange and Tender Offer,” “The Share Exchange – Required Vote for the Share Exchange; Accounting Treatment of the Share Exchange,” “Description of Authorized Shares of FSM-Delaware,” “Comparison of Rights of Shareholders,” and “Material Federal Income Tax Consequences of the Share Exchange, Tender Offer and Merger” is incorporated herein by reference.

(c) Different Terms.

Not applicable.

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(d) Appraisal Rights.

The information set forth in the Proxy Statement/Prospectus in the sections captioned “Summary Term Sheet,” “The Share Exchange – Rights of Dissenting Shareholders,” “Appraisal Rights,” “Comparison of Rights of Shareholders – Comparison of Shareholders’ Rights under New Jersey Law and Delaware Law – Dissenter Rights and Appraisal Rights” and in Annex C tothe Proxy Statement/Prospectus, which containsthe complete text of Section 262 of the Delaware General Corporation Law, is incorporated herein by reference.

(e)		Provisions for Unaffiliated Security Holders.
	Not applicable.
(f)		Eligibility for Listing or Trading.
	Not applicable.

Item 5. Past Contracts, Transactions, Negotiations and Agreements.

(a) Transactions.

The information set forth in the Proxy Statement/Prospectus in the section captioned “Certain Relationships and Related Party Transactions” is incorporated herein by reference.

(b), (c) and (e) Significant Corporate Events; Negotiations or Contracts; Agreements Involving the Subject Company’s Securities.

The information set forth in the Proxy Statement/Prospectus in the sections captioned “Summary Term Sheet,” “Special Factors – Reasons for and Purpose of the Share Exchange; Reasons for and Purpose of the Going Private Transaction, Background of the Share Exchange and Tender Offer,” “The Share Exchange – The Agreement and Plan of Share Exchange; Automatic Share Conversion; Stock Options,” “The Tender Offer and Support Agreement,” “Certain Relationships and Related Party Transactions” and in Annex A tothe Proxy Statement/Prospectus, which containsthe Agreement and Plan of Share Exchange, and in Annex D to the Proxy Statement/Prospectus, which contains the form of Agreement and Plan of Merger between Foodarama and FSM-Delaware, is incorporated herein by reference.

Item 6. Purposes of the Transaction and Plans of Proposals.

(b) Use of Securities Acquired.

The information set forth in the Proxy Statement/Prospectus in the sections captioned “Summary Term Sheet,” “Special Factors – Structure of the Share Exchange” and “The Share Exchange – Automatic Share Conversion; Stock Options” is incorporated herein by reference.

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(c) Plans.

The information set forth in the Proxy Statement/Prospectus in the sections captioned “Summary Term Sheet,” “Special Factors – Structure of the Share Exchange; Reasons for and Purpose of the Share Exchange; Reasons for and Purpose of the Going Private Transaction; Background of the Share Exchange and Tender Offer,” and “The Share Exchange – Management of FSM – Delaware; Dividends,” is incorporated herein by reference.

Item 7. Purposes, Alternatives, Reasons and Effects.

(a) – (d) Purposes; Alternatives; Reasons; Effects.

The information set forth in the Proxy Statement/Prospectus in the sections captioned “Summary Term Sheet,” “Special Factors – Reasons for and Purpose of the Share Exchange; Reasons for and Purpose of the Going Private Transaction; Background of the Share Exchange and Tender Offer,” and “Material Federal Income Tax Consequences of the Share Exchange, Tender Offer and Merger” is incorporated herein by reference.

Item 8. Fairness of the Transaction.

(a), (b), (d) and (e) Fairness; Factors Considered in Determining Fairness; Unaffiliated Representative; Approval of Directors.

The information set forth in the Proxy Statement/Prospectus in the sections captioned “Summary Term Sheet,” “Special Factors – Opinion of the Financial Advisor to the Special Committee; Recommendation of the Special Committee and Fairness of the Tender Offer and Merger;Position of Saker Holdings Corp. and the Purchaser Group Regarding the Fairness of the Offer and the Merger; Structure of the Share Exchange; Reasons for and Purpose of the Share Exchange; Reasons for and Purpose of the Going Private Transaction; Background of the Share Exchange and Tender Offer,” “Certain Projections of Future Operations” and in Annex B to the Proxy Statement/Prospectus, which contains the full text of the opinion of William Blair & Company, LLC,the financial advisor to the special committee of Foodarama’s Board of Directors,is incorporated herein by reference.

(c) Approval of Security Holders.

The information set forth in the Proxy Statement/Prospectus in the sections captioned “Summary Term Sheet” “Special Meeting – Required Vote for the Share Exchange,” and “The Share Exchange – Conditions to Consummation of the Share Exchange; Required Vote for the Share Exchange” is incorporated herein by reference.

(f) Other Offers.

Not applicable.

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Item 9. Reports, Opinions, Appraisals and Certain Negotiations.

(a) – (c) The information set forth in the Proxy Statement/Prospectus in the sections captioned “Summary Term Sheet,” “Special Factors – Opinion of the Financial Advisor to the Special Committee; Recommendation of the Special Committee and Fairness of the Tender Offer and Merger; Position of Saker Holdings Corp. and the Purchaser Group Regarding the Fairness of the Offer and the Merger; Structure of the Share Exchange; Reasons for and Purpose of the Share Exchange; Reasons for and Purpose of the Going Private Transaction; Background of the Share Exchange and Tender Offer,” “Certain Projections of Future Operations” and in Annex B is incorporated herein by reference.

Item 10. Sources and Amounts of Funds or Other Consideration.

(a), (b) and (d) Source of Funds; Conditions; Borrowed Funds.

The information set forth in the Proxy Statement/Prospectus in the sections captioned “Summary Term Sheet,” “Special Meeting – Cost of Solicitation,” “Special Factors – Background of the Share Exchange and Tender Offer,” “The Tender Offer and Support Agreement” and “Source and Amount of Proposed Financing” is incorporated herein by reference.

(c) Expenses.

The information set forth in the Proxy Statement/Prospectus in the section captioned “Expenses of the Going Private Transaction” is incorporated herein by reference.

Item 11. Interest in Securities of Subject Company.

(a) – (b) Securities Ownership; Securities Transactions.

The information set forth in the Proxy Statement/Prospectus in the sections captioned “Securities Ownership of Certain Beneficial Owners and Management” and “Certain Relationships and Related Party Transactions” is incorporated herein by reference.

Item 12. The Solicitation or Recommendation.

(d) Intent to Tender or Vote in a Going-Private Transaction.

The information set forth in the Proxy Statement/Prospectus in the sections captioned “Summary Term Sheet,” “Special Factors – Reasons for and Purpose of the Share Exchange; Reasons for and Purpose of the Going Private Transaction; Position of Saker Holdings Corp. and the Purchaser Group Regarding the Fairness of the Offer and the Merger,” and “The Tender Offer and Support Agreement” is incorporated herein by reference.

(e) Recommendations of Others.

The information set forth in the Proxy Statement/Prospectus in the sections captioned “Summary Term Sheet,” and “Special Factors – Opinion of the Financial Advisor to the Special

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Committee; Recommendation of the Special Committee and Fairness of the Tender Offer and Merger; Background of the Share Exchange and Tender Offer; Position of Saker Holdings Corp. and the Purchaser Group Regarding the Fairness of the Offer and the Merger” is incorporated herein by reference.

Item 13. Financial Statements.

(a) Financial Information.

The following financial information concerning Foodarama is incorporated herein by reference: (i) the consolidated financial statements and notes thereto appearing on pages F-2 to F-42 of Foodarama’s Annual Report on Form 10-K, as amended, for the year ended October 29, 2005, filed with the SEC on January 27, 2006; and (ii) the information set forth in Part I, Item 1 beginning on page 3 of Foodarama’s Quarterly Report on Form 10-Q for the period ended April 29, 2006, filed with the SEC on June 9, 2006, is also incorporated herein by reference. These reports of Foodarama may be viewed on the SEC’s website at www.sec.gov.

(b) Pro Forma Information.

The information set forth in the Proxy Statement/Prospectus in the section captioned “Summary Pro Forma Financial Information” is incorporated herein by reference.

Item 14. Person/Assets Retained, Employed, Compensated or Used.

(a) – (b) Solicitations or Recommendations; Employees and Corporate Assets.

The information set forth in the Proxy Statement/Prospectus in the sections captioned “Special Meeting – Voting Your Shares and Changing Your Vote; Cost of Solicitation,” “Special Factors – Background of the Share Exchange and Tender Offer; Opinion of the Financial Advisor to the Special Committee; Recommendation of the Special Committee and Fairness of the Tender Offer and Merger”and “Expenses of the Going Private Transaction”is incorporated herein by reference.

Item 15. Additional Information.

(b) Other Material Information.

The information set forth in the Proxy Statement/Prospectus and any attachments thereto is incorporated herein by reference.

Item 16. Exhibits.

Exhibit No. Description.

(a)(4) Proxy Statement/Prospectus, incorporated by reference to the Proxy Statement/Prospectus contained in Amendment No. 3 to Registration Statement on Form S-4, filed by FSM-Delaware, Inc. with the SEC on June 13, 2006.

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(b) Amended and Restated Commitment Letter, dated as of November 23, 2005, issued by GMAC Commercial Finance LLC on June 6, 2006.

(c)(1) Fairness Opinion of William Blair & Company LLC, incorporated by reference to Annex B to the Proxy Statement/Prospectus.

(c)(2) Materials dated March 2, 2006 presented to the Special Committee by William Blair & Company in connection with the March 2, 2006 meeting of the Special Committee, incorporated by reference to Exhibit (c)(2) to Amendment No. 1 to Schedule 13E-3, filed by Foodarama, the Purchaser and certain members of the Purchaser Group with the SEC on May 8, 2006.

(c)(3) Materials dated January 27, 2006 presented to the Special Committee by William Blair & Company in connection with the January 30, 2006 conference call with the Special Committee.

(c)(4) Materials dated January 20, 2006 presented to the Special Committee by William Blair & Company in connection with the January 23, 2006 meeting of the Special Committee.

(d)(1) Agreement and Plan of Share Exchange, dated March 2, 2006, by and between Foodarama and FSM-Delaware, incorporated by reference to Annex A to the Proxy Statement/Prospectus.

(d)(2)(i) Tender Offer and Support Agreement, dated as of March 2, 2006, by and between Foodarama and Purchaser, incorporated by reference to Exhibit 99.2 to the report on Form 8-K/A filed by Foodarama on March 27, 2006.

(d)(2)(ii) First Amendment to Tender Offer and Support Agreement, dated June 7, 2006, by and between Foodarama and Purchaser.

(d)(3) Form of Agreement and Plan of Merger, by and between FSM-Delaware and Purchaser, incorporated by reference to Annex D to the Proxy Statement/Prospectus.

(d)(4) Custody Agreement and Limited Power of Attorney, by and among Purchaser and members of the Purchaser Group, incorporated by reference to Exhibit (d)(4) to Amendment No. 1 to Schedule 13E-3 filed by Foodarama, the Purchaser and certain members of the Purchaser Group with the SEC on May 8, 2006.

(d)(5) Custody Agreement, by and among Purchaser and members of the Purchaser Group, incorporated by reference to Exhibit (d)(5) to Amendment No. 1 to Schedule 13E-3 filed by Foodarama, the Purchaser and certain members of the Purchaser Group with the SEC on May 8, 2006.

(d)(6) Exchange Agreement, dated March 2, 2006, by and among Purchaser and members of the Purchaser Group, incorporated by reference to Exhibit (d)(6) to Amendment No. 1 to Schedule 13E-3 filed by Foodarama, the Purchaser and certain members of the Purchaser Group with the SEC on May 8, 2006.

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(d)(7) Amendment No. 1 to Exchange Agreement, dated March 17, 2006, by and among Purchaser and members of the Purchaser Group, incorporated by reference to Exhibit (d)(7) to Amendment No. 1 to Schedule 13E-3 filed by Foodarama, the Purchaser and certain members of the Purchaser Group with the SEC on May 8, 2006.

(f) None.

(g) None.

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SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: June 13, 2006 FOODARAMA SUPERMARKETS, INC.

		By:		/s/ Michael Shapiro
Name:					Michael Shapiro
	Title:				Chief Financial Officer
						Saker Holdings Corp.
		By:		/s/ Richard J. Saker
Name:					Richard J. Saker
	Title:				President and Chief Executive Officer
					/s/ Joseph J. Saker
					Joseph J. Saker
					/s/ Richard J. Saker
					Richard J. Saker
					/s/ Joseph J. Saker, Jr.
					Joseph J. Saker, Jr.
							/s/ Thomas A. Saker
					Thomas A. Saker
			Joseph Saker Family Partnership, L.P.
			By: Saker Family Corporation, General Partner
		By:		/s/ Richard J. Saker
Name:					Richard J. Saker

                                                                Title:     President

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EXHIBIT INDEX

Exhibit No. Description.

(a)(4) Proxy Statement/Prospectus, incorporated by reference to the Proxy Statement/Prospectus contained in Amendment No. 3 to Registration Statement on Form S-4, filed by FSM-Delaware, Inc. with the SEC on June 13, 2006.

(b) Amended and Restated Commitment Letter, dated as of November 23, 2005, issued by GMAC Commercial Finance LLC on June 6, 2006.

(c)(1) Fairness Opinion of William Blair & Company LLC, incorporated by reference to Annex B to the Proxy Statement/Prospectus.

(c)(2) Materials dated March 2, 2006 presented to the Special Committee by William Blair & Company in connection with the March 2, 2006 meeting of the Special Committee, incorporated by reference to Exhibit (c)(2) to Amendment No. 1 to Schedule 13E-3, filed by Foodarama, the Purchaser and certain members of the Purchaser Group with the SEC on May 8, 2006.

(c)(3) Materials dated January 27, 2006 presented to the Special Committee by William Blair & Company in connection with the January 30, 2006 conference call with the Special Committee.

(c)(4) Materials dated January 20, 2006 presented to the Special Committee by William Blair & Company in connection with the January 23, 2006 meeting of the Special Committee.

(d)(1) Agreement and Plan of Share Exchange, dated March 2, 2006, by and between Foodarama and FSM-Delaware, incorporated by reference to Annex A to the Proxy Statement/Prospectus.

(d)(2)(i) Tender Offer and Support Agreement, dated as of March 2, 2006, by and between Foodarama and Purchaser, incorporated by reference to Exhibit 99.2 to the report on Form 8-K/A filed by Foodarama on March 27, 2006.

(d)(2)(ii) First Amendment to Tender Offer and Support Agreement, dated June 7, 2006, by and between Foodarama and Purchaser.

(d)(3) Form of Agreement and Plan of Merger, by and between FSM-Delaware and Purchaser, incorporated by reference to Annex D to the Proxy Statement/Prospectus.

(d)(4) Custody Agreement and Limited Power of Attorney, by and among Purchaser and members of the Purchaser Group, incorporated by reference to Exhibit (d)(4) to Amendment No. 1 to Schedule 13E-3 filed by Foodarama, the Purchaser and certain members of the Purchaser Group with the SEC on May 8, 2006.

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(d)(5) Custody Agreement, by and among Purchaser and members of the Purchaser Group, incorporated by reference to Exhibit (d)(5) to Amendment No. 1 to Schedule 13E-3 filed by Foodarama, the Purchaser and certain members of the Purchaser Group with the SEC on May 8, 2006.

(d)(6) Exchange Agreement, dated March 2, 2006, by and among Purchaser and members of the Purchaser Group, incorporated by reference to Exhibit (d)(6) to Amendment No. 1 to Schedule 13E-3 filed by Foodarama, the Purchaser and certain members of the Purchaser Group with the SEC on May 8, 2006.

(d)(7) Amendment No. 1 to Exchange Agreement, dated March 17, 2006, by and among Purchaser and members of the Purchaser Group, incorporated by reference to Exhibit (d)(7) to Amendment No. 1 to Schedule 13E-3 filed by Foodarama, the Purchaser and certain members of the Purchaser Group with the SEC on May 8, 2006.

(f) None.

(g) None.

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EX-99.(B)

EXHIBIT (b)

GMAC
Commerical
Finance

As of November 23, 2005

Saker Holdings, Corp.

922 Highway 33

Freehold, NJ 07728

Attention: Richard Saker

Re: Amended and Restated Commitment Letter dated as of November 23, 2005

Gentlemen:

GMAC Commercial Finance LLC (“GMAC CF”) is pleased to commit to provide a senior secured and junior secured credit facility which aggregate $105 million (collectively, the “Credit Facilities”) to be provided to Borrower (as defined below). The Credit Facilities would be used to provide the funds required to finance the purchase (the “Acquisition”) of 100% of the outstanding stock of Foodarama Supermarkets, Inc. (“Foodarama”) not owned or controlled by Borrower, provide funds required to finance the purchase of up to 46,000 shares of the outstanding stock of Foodarama owned or controlled by affiliates of Borrower, finance a loan by SHC to Richard Saker to permit Mr. Saker to repay in full a margin loan encumbering certain capital stock issued by Foodarama, refinance existing indebtedness of Foodarama and its subsidiaries and provide for the ongoing working capital and the capital expenditure needs of the Borrower.

The terms and conditions upon which GMAC CF offers the Credit Facilities are as follows:

Borrower: Saker Holdings, Corp. (“SHC”), an acquisition vehicle to be formed by certain members of the Saker Family. Immediately after the Acquisition, SHC, Foodarama and Foodarama’s operating subsidiaries will become the joint and several Borrower under the Credit Facilities.

Guarantor(s): Borrower’s parent and all of Borrower’s direct and indirect non-Borrower subsidiaries.

Lender: GMAC CF and such other financial institutions acceptable to GMAC CF that become a party to the credit agreement.

Agent: GMAC CF

Credit Facilities: 1.             The Senior Credit Facility shall be comprised of the following loans and facilities and shall be secured by a first priority security interest in all of the Collateral (defined below):

A) A five (5) year $40,000,000 Revolving Credit Facility, governed by a borrowing base consisting of the sum of:

1) Up to 65% of eligible inventory, plus

2) The lesser of (i) $7,000,000 or (ii) “in transit cash” subject to Agent’s perfected first priority security interests.

The Revolving Credit Facility shall include a $4,500,000 sub-limit for letters of credit. The outstanding face amount of all letters of credit shall be subject to a 100% reserve against availability under the Revolving Credit Facility.

B) A five (5) year term loan in the principal amount of $35,000,000 (“Term Loan A”). Term Loan A shall be available in one draw on the closing date and shall be payable in equal quarterly installments of principal commencing on October 1, 2006, according to the following amortization schedule (with the outstanding balance due at maturity):

Loan Year	Amortization
One	$7,000,000
Two	$7,000,000
Three	$7,000,000
Four	$7,000,000
Five	$7,000,000

2. The Junior Credit Facility shall be a five (5) year term loan in the principal amount of up to $30,000,000 secured by a second priority security interest in all of the Collateral (“Term Loan B”). Term Loan B shall be available in one draw on the closing date and shall be payable in equal quarterly installments of principal, each in the amount of $75,000 commencing on October 2, 2006, with the outstanding balance due at maturity. Term Loan B may be documented pursuant to separate agreements, including an intercreditor agreement in form and substance satisfactory to Agent.

In the event that Term Loan A is repaid in full prior to its stated maturity, all scheduled amortization payments that would have been required to be made on Term Loan A shall continue to be made and shall be applied to the payments due on Term Loan B, in the inverse order of their maturity.

Term Loan A and Term Loan B may hereinafter be collectively referred to as the “Term Loans”.

Excess Cash Flow

Recapture and

Mandatory

Prepayments: In addition to the scheduled payments described above, Borrower shall be required to make an annual prepayment in an amount equal to 50% of its “excess cash flow” (to be defined in the credit agreement) and shall be required to make prepayments with the proceeds resulting from the disposition of assets (other than the sale of inventory in the ordinary course of business), insurance settlements from casualty losses and from the sale of equity securities. Any such prepayments shall be applied first to the scheduled installments of Term Loan A and then to the scheduled installments of Term Loan B, in each case, in the inverse order of their maturity.

Borrowing Base

Monitoring: Borrower’s inventory shall be monitored by Agent to enable determination of the borrowing base from time to time. Borrower shall deliver borrowing base reports on a weekly basis or more frequently, as Agent may require.

Interest Rate: For the first loan year, Borrower shall pay interest under the Credit Facilities at the following rates, determined by adding the Margin over Basis to the Rate Basis:

	Rate Basis	Margin over Basis
Revolving Credit Facility	Prime Rate LIBOR	2.5% 3.5%
Term Loan A	Prime Rate LIBOR	3.0% 4.0%
Term Loan B	Prime Rate LIBOR	6.25% 7.25%

Following the first anniversary date, the Margin over Basis with respect to the Revolving Credit Facility and Term Loan A shall be subject to quarterly adjustments based on a grid to be determined.

Interest shall be payable monthly in arrears on Prime Rate loans, and at the end of the applicable interest period (but not less frequently than every three months) on LIBOR loans and shall be calculated daily on the basis of a 360-day year for the actual number of days elapsed. Borrower may elect interest periods of one, two, three, or six months on LIBOR loans.

The maximum number of LIBOR loans outstanding at any time shall not exceed five.

Default Rate: 2% above the stated interest rate.

Security: A perfected security interest in all presently owned and hereafter acquired assets of Borrower and Guarantors and a perfected pledge of all outstanding capital stock or other beneficial interest of the Borrower, and each of its direct and indirect subsidiaries (the “Collateral”). Liens and/or security interests on the Collateral by other parties would be prohibited without the prior written consent of Agent.

Collections: Borrower shall, on a daily basis, (i) transfer to a concentration account at a bank acceptable to Agent all cash receipts of Borrower, and (ii) all funds in the concentration account shall be transferred to Agent and shall be applied, at the direction of the Agent, to reduce the outstanding principal and interest on loans under the Revolving Credit Facility and/or to collateralize Letters of Credit issued in connection with the Revolving Credit Facility. For the purpose of calculating interest, all proceeds received by Agent shall be credited to Borrower’s loan account on the same business day upon Agent’s receipt of immediately available federal funds.

Financial

Covenants: Standard for transactions of this type as Agent may require. Preliminarily, Agent expects that the financial covenants shall include, but not be limited to: minimum Fixed Charge Coverage; minimum EBITDA; maximum Total Leverage Ratio; maximum Senior Leverage Ratio; maximum annual permitted Capital Expenditures; and maximum annual permitted Capital Leases.

Other Indebtedness: The Credit Facilities shall be the only funded debt allowed to be incurred by Borrower except for specific amounts of indebtedness that may be specified in the credit agreement.

Other Representations,

Warranties and

Covenants: Standard for transactions of this type, including, without limitation, periodic (including monthly, quarterly and annual) financial reporting requirements.

Unused Line Fee: ½ of 1% per annum, on the average daily balance of the unused portion of the Revolving Credit Facility, payable monthly in arrears.

Letter of Credit Fee: 3.5% per annum on the average undrawn face amount of letters of credit, payable monthly in arrears. In addition, Borrower shall pay any fees,

costs or expenses (including fronting fees) due to banks for any bank letters of credit issued for Borrower’s account.

Other Fees: Borrower shall pay to GMAC CF, for its own account, the fees set forth in the Fee Letter dated as of November 23, 2005 entered into by Richard Saker, the Borrower and GMAC CF, as the foregoing may be amended, restated, modified and supplemented from time to time.

Conditions Precedent

to Closing of the

Credit Facilities: Conditions precedent to closing shall include, but are not limited to, the following:

1) The Credit Facilities shall be subject to the execution of formal Credit Agreements and other loan documentation, intercreditor agreements and opinions of counsel fully acceptable to Agent and its counsel. The documentation shall contain such terms, conditions, representations, warranties, covenants and events of default customary for loans of this type as Agent may require.

2) Borrower shall make available to Agent in preliminary and final form, as and when created all documents and schedules pertaining to the tender offer described in paragraph 8 below, the share exchange described in paragraph 9 below, the Acquisition and all related transactions (collectively, the “Transactions”). All such documents and all terms and conditions of the contemplated Transactions shall be acceptable to Agent.

3) There shall have been no material adverse change in the business, operations, assets, properties, liabilities, profits, prospects or financial position of the Borrower (including Foodarama and its subsidiaries), as determined by the Agent in its sole discretion.

4) Each Borrower and each Guarantor shall be required to satisfy Agent on the closing date that after giving effect to the Transactions, it is solvent, able to meet its obligations as they mature and has sufficient capital to enable it to operate its business.

5) Borrower’s (including Foodarama and its subsidiaries’) capital, organization, ownership and legal structure must be satisfactory to Agent (it being confirmed that the contemplated organization, ownership and legal structure reflected in the written materials delivered by Borrower to Agent on or before the date hereof is generally satisfactory to Agent) and not impair the ability of the Agent to enforce its claims against the collateral; all collateral must be freely pledgeable as collateral security for the Credit Facilities and all loans under the Credit Facilities and use of loan proceeds must be in compliance with all federal and state securities laws (including, without limitation, Sarbanes Oxley and Regulation U).

6) No Borrower (including Foodarama and its subsidiaries) or Guarantor (or any officer or affiliate thereof) is or shall become sanctioned or targeted under any Federal regulation governing Foreign Asset Control, or any other comparable statute or regulation.

7) SHC shall be capitalized by the Saker Family with not less than 43% of the presently outstanding capital stock of Foodarama.

8) Foodarama’s Board of Directors (a) shall have received and accepted a fairness opinion from a financial advisor reasonably acceptable to Agent endorsing the fairness to Foodarama’s minority stockholders of the terms of SHC’s tender offer for Foodarama and (b) shall have approved and endorsed SHC’s tender offer for Foodarama, the share exchange described in paragraph 9 below and all other Transactions.

9) Prior to being able to draw on the Credit Facilities, (a) SHC must own and/or have tendered to it an amount of Foodarama’s capital stock which would allow a short form merger between SHC and Foodarama, (b) the Foodarama share exchange contemplated by SHC shall have been approved by all necessary shareholder and other action and (c) SHC and Foodarama shall have entered into a short form merger agreement, effective post-share exchange. All conditions under applicable contract and applicable securities and other law (including, without limitation, federal going private laws and regulations) to the consummation of the Transactions shall have been satisfied pursuant to terms disclosed to, and acceptable to, Agent, and the Agent shall have received evidence satisfactory to it that the consummation of the Transactions shall not violate any requirements or provisions of applicable contract or applicable securities and other law.

Assignments/

Syndication: GMAC CF shall have the right at any time to sell, assign or transfer any portion of the Credit Facilities to one or more other lenders. Any commitment of GMAC CF with respect to the Credit Facilities shall be subject to there being no material disruption of, or material adverse change in, the financial, banking or capital markets that could, in GMAC CF’s judgment, materially impair GMAC CF’s ability to syndicate the Credit Facilities. GMAC CF intends to syndicate the Credit Facilities to other financial institutions identified by it in consultation with SHC prior to, concurrently with or subsequent to, the closing of the Credit Facilities. GMAC CF may initiate discussions with potential lenders relating to the syndication of the Credit Facilities upon your execution of this letter. To actively assist GMAC CF in its syndication efforts, Borrower (including Foodarama and its subsidiaries) agrees (i) to provide and cause its advisors to provide GMAC CF and other proposed syndicate members upon request, with all information with respect to the business of Borrower (including Foodarama and its subsidiaries and affiliates) that is deemed necessary by GMAC CF to complete the syndication including, without

limitation, all financial information, evaluations and projections as may reasonably be requested by GMAC CF, subject to standard confidentiality limitations to be agreed upon; (ii) to assist GMAC CF upon its request in the preparation of an information memorandum to be used in connection with the syndication of the Credit Facilities, and (iii) to otherwise assist GMAC CF in its syndication efforts, including by making officers of Borrower (including officers of Foodarama and its subsidiaries) and their respective affiliates available from time to time to attend and make presentations regarding the business and prospects of Borrower (including officers of Foodarama and its subsidiaries), as appropriate, at one or more meetings or conference calls with potential lenders.

GMAC CF may change pricing or make structural changes to the Credit Facilities described above if GMAC CF determines, before or after the closing date, that such changes are reasonably required in order to ensure the Successful Syndication of the Credit Facilities on terms that are acceptable to GMAC CF. A Successful Syndication is defined as one in which GMAC CF holds an aggregate commitment under the Credit Facilities of not more than $45,000,000 no later than ninety (90) days after the closing date.

By signing this letter, Richard Saker and Borrower each jointly and severally agree to pay on demand all costs, fees and expenses incurred or to be incurred by Agent and/or any Lender who has committed on or before the date of this letter to provide all or part of Term Loan B in connection with the consideration, examination, review, documentation, administration, syndication and/or closing of the Credit Facilities, including but not limited to auditor fees, counsel fees, appraisers’ fees and all other out-of-pocket expenses relating to any of the foregoing, whether or not the financing transaction contemplated by this letter shall be closed, and whether or not any terms, conditions, and/or requirements herein are hereafter modified.

In addition, by signing this letter, Richard Saker and Borrower each jointly and severally agree that so long as GMAC CF is proceeding in good faith to complete the transaction described herein, GMAC CF shall have the exclusive right to provide the financing described in this letter.

Richard Saker and Borrower each jointly and severally agree to indemnify Agent and each Lender with respect to any third party claims made against Agent and Lenders arising out of this letter, except to the extent a court of competent jurisdiction by final nonappealable order holds that such claims arose out of Agent's or Lender’s gross negligence or willful misconduct and further agree that in any action arising from an alleged breach of this letter the only damages that may be sought are those which are direct and reasonably foreseeable as the probable result of any breach hereof and any right to indirect, special or punitive damages or lost anticipated profits is hereby waived.

This letter will be governed by the laws of the State of New York (without regard to the conflicts of laws thereof). THE PARTIES HERETO WAIVE THE RIGHT TO TRIAL BY JURY IN ANY LITIGATION ARISING OUT OF THIS LETTER.

This letter has been issued in reliance upon the accuracy of all information furnished to GMAC CF by or on behalf of the Borrower (including Foodarama and its subsidiaries) and is delivered to SHC on the condition that neither it, any related fee letter, any related proposal letter nor their contents or their substance, will be disclosed to any third party except those in a confidential relationship to SHC and as SHC may be legally compelled to disclose same (including, without limitation, by way of deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process, or federal or state securities laws) without the prior written consent of GMAC CF. No disclosure shall be made to any other financial institution or intermediary. In addition, no portion of this letter or any fee letter may be relied upon by any third party, nor is the commitment hereunder with respect to the Credit Facilities assignable by the Borrower, in whole or in part, to any third party.

GMAC CF reserves the right to review and approve, in advance, all materials, press releases, advertisements and disclosures that Borrower (including Foodarama and its subsidiaries) or Richard Saker prepares that contain GMAC CF’s or any affiliate’s name or describe GMAC CF’s financing commitment.

Please acknowledge the agreement of Richard Saker and the Borrower with the foregoing by signing and returning, by June 6, 2006, the enclosed copy of this letter. By their respective signatures below, Richard Saker and the Borrower confirm all of their obligations under the Fee Letter dated as of November 23, 2005. Expense deposits may be required as we proceed with further due diligence and when we commence legal documentation. Any unused portion of expense deposits received will be either credited to the fees payable upon closing or refunded after all reimbursable expenses incurred by Agent in connection with the Credit Facilities have been reimbursed and all fees due hereunder have been paid. This commitment shall be null and void if it is not accepted by Richard Saker and Borrower by the date set forth above and, if accepted as aforesaid, the commitment of GMAC CF under this letter with respect to the Credit Facilities shall expire on July 21, 2006, unless extended by GMAC CF in its sole discretion.

The terms and conditions set forth in this letter supersede any and all prior discussions between GMAC CF, Richard Saker and Borrower (including Foodarama and its subsidiaries) relating to the subject matter hereof, that certain commitment letter dated November 23, 2005 by GMAC CF to Borrower and Richard Saker, that certain commitment letter dated as of November 23 2005 by GMAC CF to Borrower and Richard Saker and that certain proposal letter issued on August 11, 2005 by GMAC CF to Borrower and Richard Saker.

[REMAINDER OF PAGE INTENTIONALLY BLANK]

Upon the closing of the Credit Facilities, Richard Saker, but not the Borrower, shall be released from his obligations hereunder.

We look forward to working with you and would be happy to discuss this letter with you at your convenience.

Very truly yours,

GMAC Commercial Finance LLC

By:_______________________

Name:	Thomas Maiale
Title:	Director

Agreed:________________________

Richard Saker, Individually and on behalf of Borrower

EX-99.(C)(3)

Draft dated January 27, 2006

A Presentation of Initial Findings to:

The Special Committee of Project PICTURE

CONFIDENTIAL

DRAFT

This preliminary presentation was not made in the context of rendering an opinion as to the
fairness of the transaction consideration and is not to be considered a fairness opinion.

Exhibit (c)(3)

Important Information

The following pages contain material that was provided to the Special Committee of the Board of Directors (“ Special
Committee”) of PICTURE (the “Company”) in the context of a meeting held to consider a proposed transaction by which
a purchaser group which includes Joseph J. Saker, Richard J. Saker and other members of the Saker family (the “Saker
Family Group”), directly or through Saker Holdings Corp. or another entity or entities formed for the purpose (“Saker
Holdings”), will acquire all or substantially all of the outstanding  common stock of the Company owned by shareholders
other than members of the Saker Family Group (the “Public Shareholders”) (“Possible Transaction”).  The accompanying
material was compiled or prepared on a confidential basis for use by the Special Committee and not with a view toward
public disclosure.  The information utilized in preparing this presentation was obtained from the Company and public
sources.  Any estimates and projections for the Company contained herein have been prepared by senior management of the
Company or are publicly available, or based upon such estimates and projections, and involve numerous and significant
subjective determinations, which may or may not prove to be correct.  No representation or warranty, express or implied, is
made as to the accuracy or completeness of such information and nothing contained herein is, or shall be relied upon as, a
representation, whether as to the past or the future.  Because this material was prepared for use in the context of an oral
presentation to the Special Committee, which is familiar with the business and affairs of the Company, neither the
Company nor William Blair & Company, L.L.C. (“Blair”) nor any of their respective legal or financial advisors or
accountants take any responsibility for the accuracy or completeness of any of the material if used by persons other than the
Special Committee of the Company.  Neither the Company nor Blair undertakes any obligation to update or otherwise
revise the accompanying materials, except in the case that the financial terms of the Possible Transaction are modified in a
manner which is beneficial to the Public Shareholders within 30 days after the date on which the fairness opinion fee is due
to Blair and the Special Committee requests the opinion from Blair based on the modified Possible Transaction.

Confidential Material Presented to the Special Committee of PICTURE

DRAFT

1

Table of Contents

I.

Executive Summary

II.

PICTURE Overview

A.

Trading History and Ownership

B.

Financial Performance

III.

Preliminary Valuation Analysis

A.

Comparable Company Analysis

B.

Comparable Transaction Analysis

C.

Discounted Cash Flow Analysis

D.

Leveraged Transaction Analysis

E.

M&A Premiums Analysis

IV.

Appendix

A.

Discounted Cash Flow Analysis

B.

WACC Analysis

C.

Leveraged Transaction Analysis

D.

Current Debt Calculation

E.

Valuation Analyses Based on April 2005 Management Projections

F.

Competing Pathmark Stores

DRAFT

Executive Summary

DRAFT

Blair’s Observations

Executive Summary

Operational Observations

PICTURE competes directly with a number of national and regional supermarket chains, including
A&P, Pathmark, Wegmans, Acme, Stop & Shop and Foodtown, as well as warehouse club stores and
discount general merchandise stores

There are 18 Pathmark stores within three miles of a PICTURE store

While there are currently many competing Wal-Mart stores in PICTURE’s market, there are
currently no Wal-Mart SuperCenters

The Company’s stores have average annual per store sales volume of approximately $46.2 million as
of October 30, 2005

During fiscal 2005, the Company’s same store sales declined 1.2%

Below average EBITDAR margins of 4.0% versus comparable companies’ median EBITDAR
margin of 4.5%

Three of PICTURE’s 27 stores, or 11%, have negative 4-Wall EBITDA

In fiscal 2004, the Company recorded a non-cash impairment charge of $1.2 million to reduce the
carrying value of leasehold improvements relating to one store.  During fiscal 2005, the Company
recorded a non-cash impairment of $163 thousand

DRAFT

2

Blair’s Observations

Executive Summary

Financial and Trading Observations

Blair’s prior DCF and LBO valuation analyses were based on management’s projections as of April
2005 (updated based on management’s input)

More recently, management has compiled a set of Revised projections that reflect lower capital
expenditures and slower growth due to leverage limitations per management’s discussions with
GMAC

The Revised projections generate higher DCF and LBO valuations, excluding any potential
impact of reduced store quality, related higher threat of competition associated with reduced
store level expenditures and reduced growth

The preliminary valuation data herein presents the DCF and LBO analyses based on the Revised
projections

We will continue to work with management to assess which are the appropriate projections for
PICTURE

We can only base our fairness opinion on projections provided by management

DRAFT

3

Blair’s Observations

Executive Summary

Financial and Trading Observations (continued)

The Company’s Revised projections estimate compound annual sales growth of 2.8% from 2005-
2010

Average EBITDA margins during this time are projected to be 0.9%

The Company spends approximately $692,000 annually associated with remaining a public company

PICTURE maintains two under-funded defined benefit pension plans covering administrative
personnel and members of a union.  The minimum pension liability for these plans is recorded in
“other long-term liabilities” and the related unrealized loss, net of income tax benefit, is included in
accumulated other comprehensive income and represented $2.8 million at October 30, 2005

As of October 30, 2005, the Company was contingently liable under leases assumed by third parties
for $1.8 million

PICTURE participates in a multi-employer plan, but has no intention of withdrawing [need to
diligence amount]

Low stock liquidity and trading volume

PICTURE’s average trading volume over the last 90 days was 568 shares, or $24,500, compared
to the median of the comparable companies of 35,072 shares, or $568,500.

DRAFT

4

Wakefern Relationship Overview

DRAFT

PICTURE’s membership in the Wakefern cooperative enables it to benefit from group purchasing pricing that it
would not enjoy independently

Receives annual dividend ($15.4 million in 2005) as a distribution of Wakefern profits

The Company’s relationship with Wakefern also places constraints on its operations and financial flexibility

Wakefern has the right of first refusal in a change of control or similar transaction

PICTURE must pay Wakefern a fee for all new stores (maximum $650,000 per store)

If any co-op member decides to withdraw from the cooperative, it must reimburse Wakefern for 10 years of
profits  (estimated at $330 million for PICTURE)

In Re: Big V Holding Corp. reinforces the validity of this provision

All cooperative members must invest in and own interests in Wakefern

This is not a liquid investment and can only be sold to Wakefern for approximately the same amount
for which the purchaser bought the stock

Any purchaser of PICTURE planning to withdraw from Wakefern (or not allowed by Wakefern to join the coop)
would owe Wakefern approximately $335 million (see next page for calculation details)

Adjusting any potential purchase price for this potential withdrawal liability would increase the purchase
multiple paid by approximately 7.6x based on fiscal 2005 EBITDA of $43.8 million

The Wakefern agreement requires personal guarantees of the potential withdrawal liability and other obligations

Executive Summary

5

Calculation of Potential Withdrawal Liability

DRAFT

If PICTURE withdraws from Wakefern, it is liable to Wakefern for 10 years of lost profits on its
minimum purchase participation

PICTURE is obligated to purchase 85% of its goods from Wakefern

85% of fiscal 2005 COGS is approximately $764 million

In fiscal 2005, PICTURE purchased $801 million in goods from Wakefern

PICTURE management estimates that Wakefern’s profits on these purchases are
approximately 6.2%

Discounting a range of potential minimum purchase participation levels at assumed profits of
5.9% to 6.5% over 10 years at the current prime rate of 7.25% (discount factor from Wakefern
agreement) provides a range of potential withdrawal liabilities of $311 million to $366 million

Saker letter estimated this liability at approximately $271 million

Executive Summary

6

Break-Up Fee Analysis

Break-up fees for transactions with equity values between $25 and $100 million since
January 1, 2003

Source: M&A Desk

As of January 23, 2006

DRAFT

Executive Summary

7

Blair’s Observations

Executive Summary

Limited Potential Buyer Universe

Absent some material factors affecting the practical and financial aspects of an outright sale of
PICTURE (discussed herein), we believe there would be several interested and capable buyers for
PICTURE

However, the Wakefern agreement practically limits potential buyers:

Significant withdrawal liability

Approval rights to join co-op and regarding changes of control

Requires personal guarantees

Only a Wakefern cooperative member would avoid, in theory, these structural limits imposed by the
Wakefern agreement

Only one co-op member seems to have the potential financial ability to purchase PICTURE

Village Super Markets, Inc. has almost $1 billion in revenue, operates 23 stores and has an
equity market capitalization of $184.5 million and enterprise value of $219.8 million

Village has not expressed an interest in PICTURE

If a third party purchaser bought PICTURE and planned to withdraw from Wakefern, it would have
to pay Wakefern approximately $330 million, or an incremental purchase price of 7.6x EBITDA

[Sakers have stated that they will not sell to a third party. Low likelihood of third party buying
minority stake]

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8

Process

Executive Summary

DRAFT

[To be expanded verbally during January 30 Special Committee call; need to jointly draft with Pitney Hardin the
Background section of definitive documents]

9

Executive Summary

Transaction Summary

(1) Assumes cash and cash equivalents do not represent excess cash.

DRAFT

10

Item

Transaction Terms

Transaction Structure:

Purchase of the remaining

shares not owned by the Saker

family

of

PICTURE’s

stock

via a

tender offer

Equity Purchase Price:

$

52.00

per share

Implied Equity Value:

Approximately $

54

.

5

million

Net Debt:

(1)

O

bligations Under

Capital

L

eases

$

1

4

2

.

2

million

Long

-

Term Debt, related party      

$

4.1

Long

-

Term Debt

$

5

8.3

Underfunded Pension

Liability

$2.8

$

2

0

7

.

4

million

I

mplied Enterprise Value:

Approximately $

2

61.8

million

Type of Consideration:

Cash, funded through

d

ebt

with

GMAC

Transaction Structure:

Tender offer

Other Primary

Terms:

To come after definitive agreement negotiations

Will require

n

o

f

inancing

o

ut

Min

imum condition

Need to discuss breakup fee and expense reimbursement

amo

unt and the timing of granting

Implied Transaction Multiples

Executive Summary

Offer Value

Implied Multiples

DRAFT

11

PICTURE Overview

DRAFT

Trading History and Ownership

DRAFT

PICTURE Stock Price Performance

Trading History and Ownership

PICTURE 5 Year Performance

As of January 26, 2006.

DRAFT

12

PICTURE Stock Price Performance

Price

Volume (000s)

Last Twelve Months

Trading History and Ownership

DRAFT

As of January 26, 2006.

13

PICTURE Indexed Stock Price Performance

Last Twelve Months

Comparable Companies Index includes: ARDNA, FRSH, IMTKA, MARSA, NAFC, PTMK, RDK, SPTN and VLGEA.

Retail Index is the S&P Small-Cap Retailing Index.

Source: FACTSET Research Systems as of January 26, 2006.

Comparable
Companies

Retail Index

PICTURE

Trading History and Ownership

DRAFT

14

Average Daily Trading Volume Vs. Comps

Last 90 Days

Trading History and Ownership

($ in thousands)

Source: FactSet Research Systems as of January 27, 2006.

DRAFT

15

Historical Trading Activity

Price Per Share

Last Three Months

Total of 46,600 shares traded (average volume
of 696 shares; zero shares traded 56.7% of the
days)

Approximately 90% of those shares traded at
an average price of $52.00 or below

Only 4,520 shares have traded above $52.00

Trading History and Ownership

Source: FactSet Research Systems as of January 26, 2006.

DRAFT

16

Historical Trading Activity

Price Per Share

Total of 91,100 shares traded (average volume of
346)

Approximately 98% of those shares traded at an
average price $52.00 or below

Last Twelve Months

Trading History and Ownership

DRAFT

Source: FactSet Research Systems as of January 26, 2006.

17

Saker Holdings Ownership

Trading History and Ownership

DRAFT

Source:: Schedule 13D dated December 1, 2005 and PICTURE management

18

PICTURE Common Stock Ownership

Fully Diluted

Preliminary Shares

Trading History and Ownership

DRAFT

19

Financial Performance

DRAFT

PICTURE Summary Revenue Performance (Revised Projections)

($ in millions)

Financial Performance

Projected results are based on PICTURE management projections.

DRAFT

        23                          25                              27                              27                              27                              28                              28                               28

Number of

Stores

20

PICTURE Summary EBITDA Performance (Revised Projections)

($ in millions)

Financial Performance

Projected results are based on PICTURE management projections. EBITDA calculated as operating income plus depreciation, non-cash amortization (intangibles, deferred financing costs, deferred rent escalation, and
deferred compensation) and provision to value inventory at LIFO.

DRAFT

21

Store Level Financial Performance

Financial Performance

Average Weekly Volume

Sales Growth 2004-2005

Excluding stores 500, 533, 572 & 613 due to minimal store age

Based on 2005 data provided by PICTURE management

4 Wall EBITDA

DRAFT

Based on 2005 data provided by PICTURE management

22

Valuation Analysis

DRAFT

Summary of Valuation Analyses

Comparable Public Company Analysis

Trading multiple analysis based on 9 companies that Blair considered comparable to PICTURE based on the selected
companies’ operations and market capitalizations.

Comparable M&A Transactions Analysis

Evaluation of potential transactions that Blair might consider comparable to the proposed transaction based on the targets’
operations and the transaction values.

Discounted Cash Flow Analysis

Utilized PICTURE’s fiscal year 2006-2010 projections to derive free cash flows for PICTURE and discounted those cash
flows, along with a terminal value based on a multiple of 2010 EBITDA. Discounted all cash flows at discount rates ranging
from 10% - 14%, back to the current period.

Leveraged Transaction Analysis

Utilized PICTURE’s fiscal year 2006-2010 projections. Assumed ability to finance an acquisition of PICTURE utilizing
term debt, rolled existing debt and equity.  Assumed PICTURE would be purchased at the end of 2010 by an independent
third party.  Values were derived based upon a range of expected equity returns by a financial investor.

M&A Premiums Paid Analysis

Premium analyses based on 210 domestic public transactions announced since January 1, 2003 with implied equity values
between $25 million and $100 million. Also analyzed subgroups of that set (1) in which less than 50% of the target was
acquired; (2) in which the target company was taken private; and (3) in which an existing shareholder acquired the
remaining minority interest.

Valuation Analysis

Blair performed several analyses to assist in the development of its draft valuation

DRAFT

23

Comparable Company Analysis

DRAFT

Comparable Public Company Analysis

Methodology & Assumptions

In utilizing the Comparable Public Company valuation methodology, Blair reviewed the public
equity markets to identify companies that we deemed relevant

Identified regional supermarket operators

These companies face similar competitive and strategic issues as PICTURE

Blair considered but excluded the following companies due to their size of operations and
other company-specific factors

Great Atlantic & Pacific Tea Company (GAP)                     

SuperValu (SVU)

Winn-Dixie Stores (WIN)

Arden Group (ARDNA)

Ingles Supermarkets (IMKTA)

Nash Finch Company (NAFC)

Ruddick (RDK)

Village Supermarket (VLGEA)

Comparable Public Companies

Comparable Company Analysis

Fresh Brands (FRSH)

Marsh Supermarkets (MARSA)

Pathmark Stores (PTMK)

Spartan (SPTN)

Albertson’s

Kroger

Safeway

DRAFT

24

Comparable Public Company Trading Analysis

Comparable Company Analysis

DRAFT

25

Comparable Public Company Financial Metrics

Comparable Company Analysis

DRAFT

3 Year Net Sales CAGR

Source:  Public filings, PICTURE management and FactSet Research Systems as of January 26, 2006

Median 2.8%

LTM Gross Profit Margin

Median 26.1%

LTM EBITDA Margin

Median 3.4%

LTM EBITDAR Margin

Median 4.7%

26

Comparable Public Company Analysis

($ in thousands)

(1)

Adjusted Enterprise Value = Enterprise Value + Debt Equivalent of Operating Leases.  Debt Equivalent of Operating Leases estimated at 8.0x annual net rent expense.

(2)

LTM October 2005 Net Income excludes impact of $163k impairment charge, tax affected at 40.0%

Comparable Company Analysis

DRAFT

27

Comparable Transaction Analysis

DRAFT

Comparable M&A Transactions

Comparable Transaction Analysis

We do not believe that any recent M&A transaction in the food retailing industry is truly comparable to PICTURE
due to the following factors:

Different margins

Different growth rates

Different competitive forces

Lack of relevant disclosed valuation metrics

For instance, Shaw’s turnover of approximately $5 billion and EBITDA margin of approximately 8% are
significantly higher than the Company’s  

Yucaipa’s acquisition of Pathmark showed a transaction value of $150MM for a 40% equity stake. Implied
transaction multiples were 0.23x LTM Revenue and 5.6x LTM EBITDA

DRAFT

28

Selected Transactions Analysis

($ in thousands)

Comparable Transaction Analysis

DRAFT

(1)

Adjusted Enterprise Value = Enterprise Value + Debt Equivalent of Operating Leases.  Debt Equivalent of Operating Leases estimated at 8.0x annual net rent expense.

(2)

LTM October 2005 Net Income excludes impact of $163k impairment charge, tax affected at 40.0%

29

Discounted Cash Flow Analysis

DRAFT

Methodology and Assumptions

In order to provide an additional estimate of the enterprise value of PICTURE, Blair performed a
discounted cash flow analysis of PICTURE’s projected results

The concept of a discounted cash flow analysis is to calculate the present value of a company
based upon its future earnings stream and corresponding cash flows

To account for the value of PICTURE beyond 2010 (“terminal value”), Blair assumed the
Company would be purchased by an independent party for a multiple of EBITDA

Blair calculated the weighted average cost of capital (“WACC”) for PICTURE by analyzing the
cost of capital for a group of public companies in the industry as well as evaluating the Company-
specific risk of PICTURE (see Appendix B)

Discounted Cash Flow Considerations:

Methodology is most appropriate for companies that exhibit relatively steady or somewhat
predictable streams of future cash flow

For a company with limited intermediate and long-term cash flow visibility the preponderance
of the value can be in the terminal value, which is extremely sensitive to assumptions about
the sustainable long-term growth of the company

Discounted Cash Flow Analysis

DRAFT

30

DCF Valuation Summary

Projections for 2006 – 2010 based
on information provided by
PICTURE management

Cash flows discounted to January 1,
2006 at discount rates ranging from
10% to 14%

Net debt of $207.4 million, including
capital leases and underfunded
pension liability

Parameters

Results

Equity valuation per share range of $25.88 to $92.01

Discounted Cash Flow Analysis

DRAFT

31

Leveraged Transaction Analysis

DRAFT

Leveraged Transaction Analysis - Methodology and Assumptions

In order to provide an additional estimate of the enterprise value of the Company, Blair
performed a leveraged transaction, or buyout, analysis of the Company.

In a leveraged acquisition, an entity finances the purchase of a company using a significant
portion of debt with the remainder of the purchase price being financed through equity
capital.

By using the projected results for the Company and determining the likely constraints that
would be placed on an entity attempting to complete a leveraged acquisition, it is possible to
estimate a range of value for the Company.

Key forecast assumptions are the same as those used in the DCF model except that public
company costs of $692,000 per year are eliminated.

Leveraged Transaction Analysis

DRAFT

32

Leveraged Transaction Analysis

Leveraged Acquisition Analysis

DRAFT

Current analysis based on GMAC financing committed to Saker Holdings

Scenario presented is highly unlikely for a third party to pursue due to liquidity issues

We should continue to work with management to confirm comfort with these projections

Capitalization:

Equity investment comprises 9.6% of invested capital including rolled capital leases, or 21.0% excluding rolled
capital leases

20% - 30% targeted returns for equity investors

EBITDA interest coverage at 1.8x and total debt/EBITDA at 5.4x based on pro forma 2005 results

Maximum leverage determined based on eligible assets

Assumes exit multiples of 5.5x to 6.5x EBITDA

Parameters

33

M&A Premiums Analysis

DRAFT

M&A Premiums Paid Analysis

Premiums for transactions with equity values between $25 and $100 million since
January 1, 2003

(1)

Includes Cash, Stock, Cash & Stock, Cash or Stock, and Assumption of Liability transactions

(2)

Prices based on December 2, 2005 announcement.

M&A Premiums Paid Analysis

DRAFT

34

M&A Premiums Paid Analysis (continued)

Premiums for transactions with equity values between $25 and $100 million since
January 1, 2003

(1)

Includes Cash, Stock, Cash & Stock, Cash or Stock, and Assumption of Liability transactions

(2)

Prices based on December 2, 2005 announcement.

M&A Premiums Paid Analysis

DRAFT

35

Appendix

DRAFT

Discounted Cash Flow Analysis

DRAFT

DCF Model (Terminal Multiple & Revised Projections)

Discounted Cash Flow Analysis

DRAFT

36

WACC Analysis

DRAFT

Weighted Average Cost of Capital

WACC Analysis

DRAFT

37

Leveraged Transaction Analysis

DRAFT

Leveraged Transaction Analysis

Leveraged Transaction Analysis

DRAFT

38

Current Debt Calculation

Current Debt Calculation

Current Debt Calculation

DRAFT

39

Valuation Analyses Based on April 2005
Management Projections

PICTURE Summary Revenue Performance

($ in millions)

Projected results are based on PICTURE management projections.

DRAFT

        23                          25                              27                              27                              28                              30                              30                               30

Number of

Stores

Valuation Analyses Based on April 2005 Management Projections

40

PICTURE Summary EBITDA Performance

($ in millions)

Projected results are based on PICTURE management projections. EBITDA calculated as operating income plus depreciation, non-cash amortization (intangibles, deferred financing costs, deferred rent escalation, and
deferred compensation) and provision to value inventory at LIFO.

DRAFT

Valuation Analyses Based on April 2005 Management Projections

41

DCF Valuation Summary

Projections for 2006 – 2010 based
on information provided by
PICTURE management

Cash flows discounted to January 1,
2006 at discount rates ranging from
10% to 14%

Net debt of $207.4 million, including
capital leases and underfunded
pension liability

Parameters

Results

Equity valuation per share range of $9.37 to $80.97

DRAFT

Valuation Analyses Based on April 2005 Management Projections

42

Leveraged Transaction Analysis

DRAFT

Current analysis based on GMAC financing committed to Saker Holdings

Scenario presented is highly unlikely for a third party to pursue due to liquidity issues

We should continue to work with management to confirm comfort with these projections

Capitalization:

Equity investment comprises 6.5% of invested capital including rolled capital leases, or 14.8% excluding rolled
capital leases

20% - 30% targeted returns for equity investors

EBITDA interest coverage at 1.8x and total debt/EBITDA at 5.3x based on pro forma 2005 results

Maximum leverage determined based on eligible assets

Assumes exit multiples of 5.5x to 6.5x EBITDA

Parameters

Valuation Analyses Based on April 2005 Management Projections

43

Competing Pathmark Stores

PICTURE vs. Pathmark

Pathmark Stores within 3 Mile Radius of PICTURE Stores

PICTURE  (26 Stores)

Pathmark (18 Stores)

Based on data provided  on
the Pathmark website, we
assessed which Pathmark
stores were within a 3-mile
radius of each PICTURE
store

Cumulatively, 18 Pathmark
stores are within 3 miles of a
PICTURE store

Competing Pathmark Stores

44

EX-99.(D)(2)(II)

EXHIBIT (d)(2)(ii)

First Amendment to

Tender Offer and

Support Agreement

This First Amendment dated as of June 7, 2006 to the Tender Offer and Support Agreement dated as of March 2, 2006 by and between Foodarama Supermarkets, Inc. , a New Jersey corporation (the “Company”), and Saker Holdings Corp., a Delaware corporation (“Purchaser”).

WHEREAS, the Company and Purchaser have entered into that certain Tender Offer and Support Agreement dated as of March 2, 2006 (the “Agreement”);

WHEREAS, the Company and Purchaser wish to amend (i) the definition of “GMAC Letter” contained in Section 1 of the Agreement to reflect the issuance of an Amended and Restated Commitment Letter dated as of November 23, 2005 by GMAC Commercial Finance LLC to Purchaser on June 6, 2006 and (ii) Section 2(c)(i) of the Agreement to, among other things, extend the Outside Date (as defined in the Agreement) to July 21, 2006;

NOW, THEREFORE, in consideration of the mutual covenants and premises set forth herein and other valuable consideration, the receipt of which is hereby acknowledged, the parties hereto hereby agree as follows:

1. The definition of GMAC Letter” contained in Section 1 of the Agreement is hereby amended and restated to read in its entirety as follows:

‘“GMAC Letter” means the amended and restated commitment letter dated as of November 23, 2005 issued by GMAC Commercial Finance LLC to Purchaser on June 6, 2006.”

2. Extension on Outside Date. Clause (B) of Section 2(c)(i) is hereby amended and restated to read in its entirety as follows:

“(B) Purchaser reasonably determines that such condition to the Offer is not capable of being satisfied on or prior to July 21, 2006 or such later date as to which the commitment of GMAC Commercial Finance LLC under the GMAC letter shall have been extended, ...”

3. Counterparts. This First Amendment to Tender Offer and Support Agreement may be executed in one or more counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party.

IN WITNESS WHEREOF, the parties have executed this First Amendment to Tender Offer and Support Agreement as of the date first above written.

			FOODARAMA SUPERMARKETS, INC.
		By:		/s/ Michael Shaprio
Name:				Michael Shapiro
	Title:			Senior Vice President, Treasurer and
				Chief Financial Officer
			SAKER HOLDINGS CORP.
		By:		/s/ Richard J. Saker
Name:				Richard J. Saker
	Title:			President