-----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, J05MnUv6Fq3wsEY/CFNLVcX/vRzVF3aplMahDtq0MSulvbufPabndMH+nF61jEe4 nGH4Ck8bq2mVlPY6znK9xw== 0000950142-05-000056.txt : 20050105 0000950142-05-000056.hdr.sgml : 20050105 20050104180209 ACCESSION NUMBER: 0000950142-05-000056 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050104 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050105 DATE AS OF CHANGE: 20050104 FILER: 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 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09930 FILM NUMBER: 05509267 BUSINESS ADDRESS: STREET 1: 1200 STATE FAIR BLVD CITY: SRYACUSE STATE: NY ZIP: 13221-4737 BUSINESS PHONE: 8145369900 MAIL ADDRESS: STREET 1: 1200 STATE FAIR BLVD CITY: SYRACUSE STATE: NY ZIP: 13221-4737 8-K 1 form8k_010405.txt CURRENT REPORT' UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) JANUARY 4, 2005 ------------------------------ THE PENN TRAFFIC COMPANY - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) DELAWARE - -------------------------------------------------------------------------------- (State or Other Jurisdiction of Incorporation) 001-9930 25-0716800 - -------------------------------------------------------------------------------- (Commission File Number) (IRS Employer Identification No.) 1200 STATE FAIR BOULEVARD SYRACUSE, NEW YORK 13221-4737 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (315) 453-7284 - -------------------------------------------------------------------------------- (Registrant's Telephone Number, Including Area Code) N/A - -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (SEE General Instruction A.2. below): |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 5.02 APPOINTMENT OF PRINCIPAL OFFICER Effective as of January 4, 2005, The Penn Traffic Company (the "Company") announced the appointment of Robert B. Dimond as the Company's Executive Vice President and Chief Financial Officer. On January 4, 2005, the Company issued a press release announcing Mr. Dimond's appointment. A copy of such press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. Mr. Dimond's agreement with the Company calls for him to receive an annual salary of $325,000. In addition, Mr. Dimond will receive an initial, one-time sign-on bonus of $25,000. In addition to his participation in the Company's benefits programs, Mr. Dimond will be eligible to participate in the Company's fiscal year 2006 Senior Management Incentive Plan once a new plan has been formally communicated and will also be eligible to receive options to purchase the Company's stock in such amounts as will be determined at the discretion of the Company's Board of Directors upon the Company's emergence from chapter 11. In the event Mr. Dimond's employment is terminated by the Company other than for cause, Mr. Dimond will be entitled to receive his base salary and health benefits for nine months after termination. The Company's appointment of Mr. Dimond is subject to the approval of the United States Bankruptcy Court for the Southern District of New York. Mr. Dimond is 43 years old. Prior to joining the Company, Mr. Dimond served as Executive Vice President, Chief Financial Officer and Treasurer of Nash Finch Company from 2000 through November, 2004. From 1999 through 2000, Mr. Dimond served as Group Vice President and CFO of Kroger Co. Western Region. Other than as disclosed in this Item 5.02, there have been no transactions between Mr. Dimond or any member of his family and the Company since the beginning of the Company's last fiscal year. Additionally, there are no family relationships between Mr. Dimond and any director or executive officer of the Company. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (c) The following is attached as an exhibit to this Current Report on Form 8-K: EXHIBIT DESCRIPTION ------- ----------- 99.1 Press Release dated January 4, 2005. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on behalf by the undersigned hereunto duly authorized. THE PENN TRAFFIC COMPANY By: /s/ Francis D. Price, Jr. ---------------------------- Name: Francis D. Price, Jr. Title: Vice President Dated: January 4, 2005 EXHIBIT INDEX EXHIBIT DESCRIPTION - ------- ----------- 99.1 Press Release dated January 4, 2005 EX-99 2 ex99-1form8k_010405.txt EXHIBIT 99.1 EXHIBIT 99.1 ------------ [GRAPHIC OMITTED] [LOGO - THE PENN TRAFFIC COMPANY] FOR IMMEDIATE RELEASE CONTACT: Marc Jampole Jampole Communications, Inc. 412-471-2463 PENN TRAFFIC APPOINTS NEW EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER SYRACUSE, NEW YORK, JANUARY 4, 2005 -- The Penn Traffic Company (OTC: PNFTQ.PK) today announced that it has appointed supermarket industry finance executive Robert B. Dimond, CPA, as its new Executive Vice President and Chief Financial Officer, subject to the approval of the U.S. Bankruptcy Court for the Southern District of New York. "We are delighted to have Bob join us as our new Executive Vice President and Chief Financial Officer," said Bob Chapman, President and Chief Executive Officer of Penn Traffic. "Bob's wealth of experience will be a tremendous contribution to our organization as we exit chapter 11 and position the company for long-term growth." "Appointing Bob Dimond marks another major milestone in our efforts to reorganize our Company," said Mr. Chapman. Penn Traffic also recently announced that it intends to emerge from chapter 11 in the first quarter of 2005. Mr. Dimond replaces William B. Murphy, who has been serving as Penn Traffic's interim CFO. Mr. Murphy will remain with Penn Traffic for an unspecified period of time to facilitate the transition and assist with the restructuring process. Mr. Dimond joins Penn Traffic with 16 years of experience in finance and accounting at supermarkets throughout the U.S. He served as executive vice president, CFO and treasurer for Nash Finch Company, a $4 billion supermarket operator and food distribution company based in Minneapolis, Minnesota. Previously, Mr. Dimond was group vice president and CFO for the Kroger Co. Western Region and served as vice president and controller for Smith's Food & Drug Centers, Inc. Mr. Dimond's experience and responsibilities encompass a wide range of activities including accounting, tax, financial reporting, budgeting and forecasting, strategic planning and analysis, and mergers and acquisitions. Penn Traffic entered chapter 11 in May 2003 with the intention to exit reorganization as a stronger, more competitive company. In December 2004, the Company filed its First Amended Plan of Reorganization Disclosure Statement with the U.S. Bankruptcy Court for the Southern District of New York. More information about Penn Traffic's reorganization case is available at the following phone numbers: Employees: 877-807-7097 (toll-free); Customers: 800-724-0205 (toll-free); Vendors and Suppliers: 315-461-2341. FORWARD LOOKING STATEMENTS This press release contains forward-looking statements, as defined in the Private Securities Litigation Reform Act of 1995, as amended, reflecting management's current analysis and expectations, based on what management believes to be reasonable assumptions. These forward-looking statements include statements relating to our anticipated financial performance and business prospects. Statements preceded by, followed by or that include words such as "believe," "anticipate," "estimate," "expect," "could," and other similar expressions are to be considered such forward-looking statements. Forward-looking statements may involve known and unknown risks, uncertainties and other factors, which may cause the actual results to differ materially from those projected, stated or implied, depending on such factors as: the ability of the Company to improve its operating performance and effectuate its business plans; the ability of the Company to continue as a going concern; the ability of the Company to operate pursuant to the terms of its credit facilities and to comply with the terms of its lending agreements or to amend or modify the terms of such agreements as may be needed from time to time; its ability to generate cash; its ability to attract and maintain adequate capital; its ability to refinance; increases in prevailing interest rates; court approval of the Company's motions prosecuted by it from time to time; the ability of the Company to develop, prosecute, confirm and consummate one or more plans of reorganization with respect to the chapter 11 cases; risks associated with third parties seeking and obtaining court approval to terminate or shorten the exclusivity period for the Company to propose and confirm one or more plans of reorganization; the ability of the Company to obtain trade credit, and shipments and terms with vendors and service providers for current orders; the Company's ability to maintain contracts that are critical to its operations; potential adverse developments with respect to the Company's liquidity or results of operations; uncertainties regarding the terms of the proposed sale-leaseback transaction, including terms and conditions under which, if at all, the Company may consummate such transaction; general economic and business conditions; competition, including increased capital investment and promotional activity by the Company's competitors; availability, location and terms of sites for store development; the successful implementation of the Company's capital expenditure program; labor relations; labor and employee benefit costs including increases in health care and pension costs and the level of contributions to the Company sponsored pension plans; the result of the pursuit of strategic alternatives; economic and competitive uncertainties; changes in strategies; changes in generally accepted accounting principles; adverse changes in economic and political climates around the world, including terrorist activities and international hostilities; and the outcome of pending or yet-to-be-instituted legal proceedings and governmental investigations. The Company cautions that the foregoing list of important factors is not exhaustive. Accordingly, there can be no assurance that the Company will meet future results, performance or achievements expressed or implied by such forward-looking statements. This paragraph is included to provide safe harbor for forward-looking statements, which are not 3 generally required to be publicly revised as circumstances change, and which the Company does not intend to update. ***************************** The Penn Traffic Company operates 109 supermarkets in Pennsylvania, upstate New York, Vermont and New Hampshire under the BiLo, P&C and Quality trade names. Penn Traffic also operates a wholesale food distribution business serving 80 licensed franchises and 39 independent operators. 3 -----END PRIVACY-ENHANCED MESSAGE-----