SC 13G/A 1 d58095_sc13g-a.txt AMENDMENT NO. 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------- SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b) (Amendment No. 1)(1) Pathmark Stores, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 70322A101 (CUSIP Number) December 31, 2003 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |X| Rule 13d-1 (b) |_| Rule 13d-1 (c) |_| Rule 13d-1 (d) (1) The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilites of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). ------------------- ----------------- CUSIP NO. 70322A101 13G Page 2 of 5 Pages ------------------- ----------------- -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) David J. Greene and Company, LLC -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |X| -------------------------------------------------------------------------------- 3. SEC USE ONLY -------------------------------------------------------------------------------- 4. CITIZENSHIP OR PLACE OF ORGANIZATION New York -------------------------------------------------------------------------------- NUMBER OF 5. SOLE VOTING POWER SHARES 0 ----------------------------------------------------------------- BENEFICIALLY 6. SHARED VOTING POWER OWNED BY 1,422,600 ----------------------------------------------------------------- EACH 7. SOLE DISPOSITIVE POWER REPORTING 0 ----------------------------------------------------------------- PERSON 8. SHARED DISPOSITIVE POWER WITH 2,315,994 -------------------------------------------------------------------------------- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,315,994 -------------------------------------------------------------------------------- 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |_| -------------------------------------------------------------------------------- 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.70% -------------------------------------------------------------------------------- 12. TYPE OF REPORTING PERSON* Broker-dealer/Investment Adviser/Other (BD/IA/OO) -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! ------------------- ----------------- CUSIP NO. 70322A101 13G Page 3 of 5 Pages ------------------- ----------------- David J. Greene and Company, LLC The filing of this statement shall not be construed as an admission that David J. Greene and Company, LLC is the beneficial owner of the securities covered by such statement. Item 1(a). Name of Issuer: Pathmark Stores, Inc. Item 1(b). Address of Issuer's Principal Executive Offices: 200 Milik Street, Carteret, New Jersey 07008 Item 2(a). Name of Person Filing: David J. Greene and Company, LLC Item 2(b). Address of Principal Business Office, or, if None, Residence: 599 Lexington Avenue, New York, NY 10022 Item 2(c). Citizenship: New York Item 2(d). Title of Class of Securities: Common Stock Item 2(e). CUSIP NUMBER: 70322A101 Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: (a) |X| Broker or dealer registered under Section 15 of the Act. (b) |_| Bank as defined in Section 3(a)(6) of the Act. (c) |_| Insurance Company as defined in Section 3(a)(19) of the Act. (d) |_| Investment Company registered under Section 8 of the Investment Company Act. (e) |X| Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940. (f) |_| Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see 13d-1(b)(1)(ii)(F). (g) |_| Parent Holding Company, in accordance with Rule 13d-1(b)(ii)(G); see Item 7. (h) |_| Group, in accordance with Rule 13d-1(b)(1)(ii)(H). ------------------- ----------------- CUSIP NO. 70322A101 13G Page 4 of 5 Pages ------------------- ----------------- David J. Greene and Company, LLC Item 4. Ownership. (a) Amount beneficially owned: 2,315,994 (b) Percent of class: 7.70% (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote 0 (ii) Shared power to vote or to direct the vote 1,422,600 (iii) Sole power to dispose or to direct the disposition of 0 (iv) Shared power to dispose or to direct the disposition of 2,315,994 Item 5. Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the Beneficial owner of more than five percent of the class of securities, check the following [ ]. Item 6. Ownership of More than Five Percent on Behalf of Another Person. Clients of the Reporting Person have the right to receive dividends and proceeds of the sale of the securities reported on this Schedule. To the knowledge of the Reporting Person, no such person has an interest relating to more than five percent of the class of such securities. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Reported on by the Parent Holding Company. Not applicable. Item 8. Identification and Classification of members of the Group. Not applicable. Item 9. Notice of Dissolution of Group. Not applicable. ------------------- ----------------- CUSIP NO. 70322A101 13G Page 5 of 5 Pages ------------------- ----------------- David J. Greene and Company, LLC Item 10. Certification. By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true and correct. February 2, 2004 ---------------------------------------- (Date) /s/ E. Stephen Walsh ---------------------------------------- (Signature) E. Stephen Walsh Principal and Chief Administrative Officer ---------------------------------------- (Name/Title)