SC 13G/A 1 sc13ga.txt THE PENN TRAFFIC COMPANY UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* The Penn Traffic Company (Name of Issuer) Common Stock, Par Value $0.01 Per Share (Title of Class of Securities) 707832200 (CUSIP Number) December 31, 2006 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [ ] Rule 13d-1(c) [X] Rule 13d-1(d) *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 in 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 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 707832200 SC 13G/A Page 2 of 13 -------------------------------------------------------------------------------- (1) NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) King Street Capital, L.P. 13-38-12174 -------------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [x] -------------------------------------------------------------------------------- (3) SEC USE ONLY -------------------------------------------------------------------------------- (4) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware -------------------------------------------------------------------------------- NUMBER OF (5) SOLE VOTING POWER 0 SHARES _________________________________________________________________ BENEFICIALLY (6) SHARED VOTING POWER 374,208 OWNED BY _________________________________________________________________ EACH (7) SOLE DISPOSITIVE POWER 0 REPORTING _________________________________________________________________ PERSON WITH (8) SHARED DISPOSITIVE POWER 374,208 -------------------------------------------------------------------------------- (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 374,208 -------------------------------------------------------------------------------- (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] -------------------------------------------------------------------------------- (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.5%^ -------------------------------------------------------------------------------- (12) TYPE OF REPORTING PERSON PN -------------------------------------------------------------------------------- ^ Calculated based on 8,279,800 shares of Common Stock outstanding as of September 23, 2006, as reported in the Issuer's current report on Form 8-K filed on October 19, 2006. CUSIP No. 707832200 SC 13G/A Page 3 of 13 -------------------------------------------------------------------------------- (1) NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) King Street Capital, Ltd. -------------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [x] -------------------------------------------------------------------------------- (3) SEC USE ONLY -------------------------------------------------------------------------------- (4) CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands -------------------------------------------------------------------------------- NUMBER OF (5) SOLE VOTING POWER 0 SHARES _________________________________________________________________ BENEFICIALLY (6) SHARED VOTING POWER 800,700* OWNED BY _________________________________________________________________ EACH (7) SOLE DISPOSITIVE POWER 0 REPORTING _________________________________________________________________ PERSON WITH (8) SHARED DISPOSITIVE POWER 800,700* -------------------------------------------------------------------------------- (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 800,700* -------------------------------------------------------------------------------- (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] -------------------------------------------------------------------------------- (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.7%^ -------------------------------------------------------------------------------- (12) TYPE OF REPORTING PERSON CO -------------------------------------------------------------------------------- ^ Calculated based on 8,279,800 shares of Common Stock outstanding as of September 23, 2006, as reported in the Issuer's current report on Form 8-K filed on October 19, 2006. CUSIP No. 707832200 SC 13G/A Page 4 of 13 -------------------------------------------------------------------------------- (1) NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) King Street Advisors, L.L.C. 13-38-12173 -------------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [x] -------------------------------------------------------------------------------- (3) SEC USE ONLY -------------------------------------------------------------------------------- (4) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware -------------------------------------------------------------------------------- NUMBER OF (5) SOLE VOTING POWER 0 SHARES _________________________________________________________________ BENEFICIALLY (6) SHARED VOTING POWER 374,208* OWNED BY _________________________________________________________________ EACH (7) SOLE DISPOSITIVE POWER 0 REPORTING _________________________________________________________________ PERSON WITH (8) SHARED DISPOSITIVE POWER 374,208* -------------------------------------------------------------------------------- (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 374,208* -------------------------------------------------------------------------------- (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] -------------------------------------------------------------------------------- (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.5%^ -------------------------------------------------------------------------------- (12) TYPE OF REPORTING PERSON OO -------------------------------------------------------------------------------- ^ Calculated based on 8,279,800 shares of Common Stock outstanding as of September 23, 2006, as reported in the Issuer's current report on Form 8-K filed on October 19, 2006. CUSIP No. 707832200 SC 13G/A Page 5 of 13 -------------------------------------------------------------------------------- (1) NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) King Street Capital Management, L.L.C. 13-3978904 -------------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [x] -------------------------------------------------------------------------------- (3) SEC USE ONLY -------------------------------------------------------------------------------- (4) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware -------------------------------------------------------------------------------- NUMBER OF (5) SOLE VOTING POWER 0 SHARES _________________________________________________________________ BENEFICIALLY (6) SHARED VOTING POWER 1,174,908* OWNED BY _________________________________________________________________ EACH (7) SOLE DISPOSITIVE POWER 0 REPORTING _________________________________________________________________ PERSON WITH (8) SHARED DISPOSITIVE POWER 1,174,908* -------------------------------------------------------------------------------- (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,174,908* -------------------------------------------------------------------------------- (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] -------------------------------------------------------------------------------- (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 14.2%^ -------------------------------------------------------------------------------- (12) TYPE OF REPORTING PERSON OO -------------------------------------------------------------------------------- ^ Calculated based on 8,279,800 shares of Common Stock outstanding as of September 23, 2006, as reported in the Issuer's current report on Form 8-K filed on October 19, 2006. CUSIP No. 707832200 SC 13G/A Page 6 of 13 -------------------------------------------------------------------------------- (1) NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) O. Francis Biondi, Jr. -------------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [x] -------------------------------------------------------------------------------- (3) SEC USE ONLY -------------------------------------------------------------------------------- (4) CITIZENSHIP OR PLACE OF ORGANIZATION United States of America -------------------------------------------------------------------------------- NUMBER OF (5) SOLE VOTING POWER 0 SHARES _________________________________________________________________ BENEFICIALLY (6) SHARED VOTING POWER 1,174,908* OWNED BY _________________________________________________________________ EACH (7) SOLE DISPOSITIVE POWER 0 REPORTING _________________________________________________________________ PERSON WITH (8) SHARED DISPOSITIVE POWER 1,174,908* -------------------------------------------------------------------------------- (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,174,908* -------------------------------------------------------------------------------- (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] -------------------------------------------------------------------------------- (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 14.2%^ -------------------------------------------------------------------------------- (12) TYPE OF REPORTING PERSON IN -------------------------------------------------------------------------------- ^ Calculated based on 8,279,800 shares of Common Stock outstanding as of September 23, 2006, as reported in the Issuer's current report on Form 8-K filed on October 19, 2006. CUSIP No. 707832200 SC 13G/A Page 7 of 13 -------------------------------------------------------------------------------- (1) NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Brian J. Higgins -------------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [x] -------------------------------------------------------------------------------- (3) SEC USE ONLY -------------------------------------------------------------------------------- (4) CITIZENSHIP OR PLACE OF ORGANIZATION United States of America -------------------------------------------------------------------------------- NUMBER OF (5) SOLE VOTING POWER 0 SHARES _________________________________________________________________ BENEFICIALLY (6) SHARED VOTING POWER 1,174,908* OWNED BY _________________________________________________________________ EACH (7) SOLE DISPOSITIVE POWER 0 REPORTING _________________________________________________________________ PERSON WITH (8) SHARED DISPOSITIVE POWER 1,174,908* -------------------------------------------------------------------------------- (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,174,908* -------------------------------------------------------------------------------- (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] -------------------------------------------------------------------------------- (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 14.2%^ -------------------------------------------------------------------------------- (12) TYPE OF REPORTING PERSON IN -------------------------------------------------------------------------------- ^ Calculated based on 8,279,800 shares of Common Stock outstanding as of September 23, 2006, as reported in the Issuer's current report on Form 8-K filed on October 19, 2006. CUSIP No. 707832200 SC 13G/A Page 8 of 13 ITEM 1(a). NAME OF ISSUER: The Penn Traffic Company (the "Issuer") ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 1200 State Fair Blvd, Syracuse, NY 13221-4737 ITEM 2(a). NAME OF PERSON FILING: This Schedule 13G/A is being jointly filed by King Street Capital, L.P. ("KSC L.P."), King Street Capital, Ltd. ("KSC Ltd."), King Street Advisors, L.L.C. ("KSA"), King Street Capital Management, L.L.C. ("KSCM"), O. Francis Biondi, Jr. and Brian J. Higgins. KSC L.P., KSC Ltd., KSA, KSCM and Messrs. Biondi and Higgins are collectively referred to herein as "Reporting Persons". ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE, OR IF NONE, RESIDENCE: The principal business address of KSC Ltd. is: c/o Walkers Chambers P.O. Box 92 Road Town, Tortola British Virgin Islands The principal business address of each of the other Reporting Persons is: 65 East 55th Street 30th Floor New York, New York 10022 ITEM 2(c). CITIZENSHIP: Messrs. Biondi and Higgins are both United States citizens. KSC Ltd. is a company organized under the laws of the British Virgin Islands. Each of the other Reporting Persons is organized under the laws of the State of Delaware, U.S.A. ITEM 2(d). TITLE OF CLASS OF SECURITIES: Common Stock, par value $0.01 per share ("Common Stock") ITEM 2(e). CUSIP NUMBER: 707832200 ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO 13d-1(b) OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A: (a) [ ] 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 CUSIP No. 707832200 SC 13G/A Page 9 of 13 (d) [ ] Investment Company registered under Section 8 of the Investment Company Act of 1940 (e) [ ] Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940: see Rule 13d-1(b)(1)(ii)(E) (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 Rule 13d-1(b)(1)(ii)(F) (g) [ ] Parent Holding Company, in accordance with Rule 13d-1(b)(ii)(G) (h) [ ] Savings Associations as defined in Section 3(b) of the Federal Deposit Insurance Act (i) [ ] Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J) ITEM 4. OWNERSHIP. KSC L.P.: -------- As of December 31, 2006, KSC L.P. may potentially have been deemed the beneficial owner of 374,208 shares of Common Stock. This represents 4.5% of the outstanding shares of Common Stock as of December 31, 2006. This percentage of the outstanding shares of Common Stock is based on 8,279,800 shares of Common Stock outstanding as of September 23, 2006, as reported in the Issuer's current report on Form 8-K filed on October 19, 2006. As of December 31, 2006, KSC L.P. may potentially have been deemed to have shared voting and dispositive power over the 374,208 shares of Common Stock that it beneficially owned, or 4.5% of the outstanding share of Common Stock. This percentage of the outstanding shares of Common Stock is based on 8,279,800 shares of Common Stock outstanding as of September 23, 2006, as reported in the Issuer's current report on Form 8-K filed on October 19, 2006. KSC LTD.: -------- As of December 31, 2006, KSC Ltd. may potentially have been deemed the beneficial owner of 800,700 shares of Common Stock. This represents 9.7% of the outstanding shares of Common Stock as of December 31, 2006. As of December 31, 2006, KSC Ltd. may potentially have been deemed to have shared voting and dispositive power over the 800,700 shares of Common Stock it owns, or 9.7% of the outstanding shares of Common Stock. This percentage of the outstanding shares of Common Stock is based on 8,279,800 CUSIP No. 707832200 SC 13G/A Page 10 of 13 shares of Common Stock outstanding as of September 23, 2006, as reported in the Issuer's current report on Form 8-K filed on October 19, 2006. KSA: --- Because KSA is the General Partner of KSC L.P., pursuant to Rule 13d-1, as of December 31, 2006, KSA may potentially have been deemed to be the beneficial owner of 374,208 shares of Common Stock, or 4.5% of the outstanding shares of Common Stock, consisting of the shares which were beneficially owned by KSC L.P. Because of the relationship described above, as of December 31, 2006, KSA may potentially have been deemed to have shared voting and dispositive power over the 374,208 shares of the Common Stock, or 4.5% of the outstanding shares of Common Stock. This percentage of the outstanding shares of Common Stock is based on 8,279,800 shares of Common Stock outstanding as of September 23, 2006, as reported in the Issuer's current report on Form 8-K filed on October 19, 2006. KSCM: ---- Because KSCM has been delegated certain investment advisory responsibilities by KSA on behalf of KSC L.P., and is also the Investment Manager of KSC Ltd., pursuant to Rule 13d-1, as of December 31, 2006, KSCM may potentially have been deemed to be the beneficial owner of 1,174,908 shares of Common Stock, or 14.2% of the outstanding shares of Common Stock, consisting of the shares which were beneficially owned by KSC L.P. and KSC Ltd. Because of the relationship described above, as of December 31, 2006, KSCM may potentially have been deemed to have shared voting and dispositive power over the 1,174,908 shares of Common Stock, or 14.2% of the outstanding shares of Common Stock. This percentage of the outstanding shares of Common Stock is based on 8,279,800 shares of Common Stock outstanding as of September 23, 2006, as reported in the Issuer's current report on Form 8-K filed on October 19, 2006. O. FRANCIS BIONDI, JR.: ---------------------- Because Mr. Biondi is a Managing Member of KSA and a Managing Principal of KSCM, pursuant to Rule 13d-1, as of December 31, 2006, Mr. Biondi may potentially have been deemed to be the beneficial owner of 1,174,908 shares of Common Stock, or 14.2% of the outstanding shares of Common Stock, consisting of the shares which were beneficially owned by KSC L.P. and KSC Ltd. Because of the relationship described above, as of December 31, 2006, Mr. Biondi may potentially have been deemed to have shared voting and dispositive power over an aggregate of the 1,174,908 shares of Common Stock, or 14.2% of the outstanding shares of Common Stock. This percentage of the outstanding shares of Common Stock is based on 8,279,800 shares of Common Stock outstanding as of September 23, 2006, as reported in the Issuer's current report on Form 8-K filed on October 19, 2006. CUSIP No. 707832200 SC 13G/A Page 11 of 13 BRIAN J. HIGGINS: ---------------- Because Mr. Higgins is a Managing Member of KSA and a Managing Principal of KSCM, pursuant to Rule 13d-1, as of December 31, 2006, Mr. Higgins may potentially have been deemed to be the beneficial owner of 1,174,908 shares of Common Stock, or 14.2% of the outstanding shares of Common Stock, consisting of the shares which were beneficially owned by KSC L.P. and KSC Ltd. Because of the relationship described above, as of December 31, 2006, Mr. Higgins may potentially have been deemed to have shared voting and dispositive power over an aggregate of 1,174,908 shares of Common Stock, or 14.2% of the outstanding shares of Common Stock. This percentage of the outstanding shares of Common Stock is based on 8,279,800 shares of Common Stock outstanding as of September 23, 2006, as reported in the Issuer's current report on Form 8-K filed on October 19, 2006. Because of the relationships described above, the Reporting Persons may be deemed to constitute a "group" within the meaning of Rule 13d-5 under the Securities Exchange Act of 1934, and as such, each member of the group would be deemed to beneficially own, in the aggregate, all of the shares of the Common Stock held by members of the group. The Reporting Persons do not admit that they constitute a group within the meaning of Rule 13d-5. 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 Persons have 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. See Item 4. ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING 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. ITEM 10. CERTIFICATION. Not Applicable. This statement on Schedule 13G/A is not filed pursuant to Rule 13d-1(b) or Rule 13d-1(c). CUSIP No. 707832200 SC 13G/A Page 12 of 13 SIGNATURES After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: February 13, 2007 -------------------- King Street Capital, L.P.* By: King Street Advisors, L.L.C., its General Partner By: /s/ Brian J. Higgins ------------------------ Name: Brian J. Higgins Title: Managing Member King Street Capital, Ltd.* By: /s/ Brian J. Higgins ------------------------ Name: Brian J. Higgins Title: Director King Street Advisors, L.L.C.* By: /s/ Brian J. Higgins ------------------------ Name: Brian J. Higgins Title: Managing Member King Street Capital Management, L.L.C.* By: /s/ Brian J. Higgins ------------------------ Name: Brian J. Higgins Title: Managing Principal /s/ Brian J. Higgins ------------------------- Brian J. Higgins* /s/ O. Francis Biondi, Jr. ----------------------------- O. Francis Biondi, Jr.* * The Reporting Persons disclaim beneficial ownership over the Common Stock reported herein except to the extent of its or his pecuniary interest therein. CUSIP No. 707832200 SC 13G/A Page 13 of 13 The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with this statement, provided, however, that a power of attorney, for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature. Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See s.240.13d-7 for other parties for whom copies are to be sent. Attention. Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001).