-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JSYVDGERym8VGNE4G6kZFU5EJrHlNjJjvTTgUa8pplekCnv+4QTBtqNQV63Qe8Ik yDvZDLBAb5dw9tq67rKpig== 0000895345-09-000033.txt : 20090130 0000895345-09-000033.hdr.sgml : 20090130 20090130171703 ACCESSION NUMBER: 0000895345-09-000033 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20081214 FILED AS OF DATE: 20090130 DATE AS OF CHANGE: 20090130 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: PENN TRAFFIC CO CENTRAL INDEX KEY: 0000077155 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-GROCERY STORES [5411] IRS NUMBER: 250716800 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 BUSINESS ADDRESS: STREET 1: 1200 STATE FAIR BLVD CITY: SYRACUSE STATE: NY ZIP: 13221-4737 BUSINESS PHONE: (315) 453-7284 MAIL ADDRESS: STREET 1: 1200 STATE FAIR BLVD CITY: SYRACUSE STATE: NY ZIP: 13221-4737 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: King Street Capital Master Fund, Ltd. CENTRAL INDEX KEY: 0001453242 STATE OF INCORPORATION: D8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-08858 FILM NUMBER: 09559271 BUSINESS ADDRESS: STREET 1: ROMASCO PLACE, WICKHAMS CAY 1 STREET 2: P.O. BOX 3140, ROAD TOWN CITY: TORTOLA STATE: D8 ZIP: VG1110 BUSINESS PHONE: 212-812-3100 MAIL ADDRESS: STREET 1: ROMASCO PLACE, WICKHAMS CAY 1 STREET 2: P.O. BOX 3140, ROAD TOWN CITY: TORTOLA STATE: D8 ZIP: VG1110 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KING STREET CAPITAL LTD CENTRAL INDEX KEY: 0001218202 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-08858 FILM NUMBER: 09559270 BUSINESS ADDRESS: STREET 1: 65 EAST 55TH STREET STREET 2: 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-812-3100 MAIL ADDRESS: STREET 1: 65 EAST 55TH STREET STREET 2: 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: King Street Capital Management GP, L.L.C. CENTRAL INDEX KEY: 0001455074 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-08858 FILM NUMBER: 09559273 BUSINESS ADDRESS: STREET 1: 65 EAST 55TH STREET STREET 2: 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-812-3100 MAIL ADDRESS: STREET 1: 65 EAST 55TH STREET STREET 2: 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: King Street Master Advisors, L.L.C. CENTRAL INDEX KEY: 0001455075 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-08858 FILM NUMBER: 09559272 BUSINESS ADDRESS: STREET 1: 65 EAST 55TH STREET STREET 2: 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-812-3100 MAIL ADDRESS: STREET 1: 65 EAST 55TH STREET STREET 2: 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 3 1 pr3-penn_kingstreetex.xml X0203 3 2008-12-14 0 0000077155 PENN TRAFFIC CO PNFTQ 0001455074 King Street Capital Management GP, L.L.C. 65 EAST 55TH STREET 30TH FLOOR NEW YORK NY 10022 0 0 1 0 0001455075 King Street Master Advisors, L.L.C. 65 EAST 55TH STREET 30TH FLOOR NEW YORK NY 10022 0 0 1 0 0001453242 King Street Capital Master Fund, Ltd. ROMASCO PLACE, WICKHAMS CAY 1 P.O. BOX 3140, ROAD TOWN TORTOLA D8 VG1110 VIRGIN ISLANDS, BRITISH 0 0 1 0 0001218202 KING STREET CAPITAL LTD 65 EAST 55TH STREET 30TH FLOOR NEW YORK NY 10022 0 0 1 0 Common Stock 374208 I By King Street Capital, L.P. Common Stock 800700 I By King Street Capital Master Fund, Ltd. Series A Convertible Preferred Stock 16.12 2008-12-14 Common Stock I By King Street Capital, L.P. Series A Convertible Preferred Stock 16.12 2008-12-14 Common Stock I By King Street Capital Master Fund, Ltd. Please see Exhibit 99.2. Please see Exhibit 99.2. Please see Exhibit 99.2. Please see Exhibit 99.2. /s/ Brian J. Higgins, Managing Member 2009-01-30 EX-99.1 2 pr3ex99_1.txt Exhibit 99.1 JOINT FILING INFORMATION Dated: January 30, 2009 Name: King Street Capital, Ltd. Address: c/o Codan Trust Company (B.V.I.) Ltd. Romasco Place, Wickhams Cay 1 P.O. Box 3140, Road Town Tortola, British Virgin Islands VG1110 By: /s/ Brian J. Higgins -------------------------------- Name: Brian J. Higgins Title: Director Name: King Street Capital Master Fund, Ltd. Address: c/o Codan Trust Company (B.V.I.) Ltd. Romasco Place, Wickhams Cay 1 P.O. Box 3140, Road Town Tortola, British Virgin Islands VG1110 By: /s/ Brian J. Higgins -------------------------------- Name: Brian J. Higgins Title: Director Name: King Street Master Advisors, L.L.C. Address: 65 East 55th Street, 30th Floor New York, New York 10022 By: /s/ Brian J. Higgins -------------------------------- Name: Brian J. Higgins Title: Managing Member EX-99.2 3 pr3ex99_2.txt Exhibit 99.2 Explanation of Responses: (i) The Common Stock and Series A Convertible Preferred Stock is owned directly by King Street Capital, L.P. or King Street Capital Master Fund, Ltd, as indicated. King Street Capital Management GP, L.L.C. is the general partner of King Street Capital Management, L.P. (formerly King Street Capital Management, L.L.C.), the investment manager of King Street Capital, L.P., King Street Capital, Ltd. and King Street Capital Master Fund, Ltd. King Street Capital, Ltd. is the feeder fund for King Street Capital Master Fund, Ltd. King Street Master Advisors, L.L.C. is the sole shareholder of King Street Capital Master Fund, Ltd. and has supervisory power over King Street Capital Management, L.P. with respect to its role as the investment manager of King Street Capital Master Fund, Ltd. (ii) The Series A Convertible Preferred Stock has no expiration date. However, the Issuer may redeem the Series A Convertible Preferred Stock after December 13, 2009 if the daily closing price per share of its common stock exceeds 130% of $16.12 for 20 consecutive trading days ending on the date before the mailing of a redemption notice. (iii) The number of shares of common stock into which each share of Series A Convertible Preferred Stock may be converted will be determined by dividing $1,000 (plus any accrued and unpaid dividends as of the date of conversion) by the applicable conversion price. The Series A Convertible Preferred Stock accrue dividends at a rate of 8% per annum. As of January 13, 2008, the shares of Series A Convertible Preferred Stock owned directly by King Street Capital, L.P. were convertible into 64,622 shares of Common Stock and the shares of Series A Convertible Preferred Stock owned directly King Street Capital Master Fund, Ltd. were convertible into 138,234 shares of Common Stock. (iv) The conversion price is subject to adjustment on a weighted-average basis in the event that the Issuer issues additional shares of common stock or common stock equivalents at a purchase price less than the then applicable conversion price, subject to certain exceptions. The conversion price is also subject to adjustment under certain other circumstances set forth in the Certificate of Designations governing the Series A Convertible Preferred Stock. (v) Each of the reporting person and the joint filers disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that the reporting person or any joint filer is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended or for any other purpose. -----END PRIVACY-ENHANCED MESSAGE-----