-----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, Pr8UbMPEEFjuWU7O8fZi6fdQBar+k0H5nAMI/jN+pTRYPlkBd+sRLOs8spSkJ/y0 IixDti3qA1VfMJqYTncVgw== 0000950142-06-001444.txt : 20060713 0000950142-06-001444.hdr.sgml : 20060713 20060713163229 ACCESSION NUMBER: 0000950142-06-001444 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20060707 ITEM INFORMATION: Entry into a Material Definitive Agreement 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: 20060713 DATE AS OF CHANGE: 20060713 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: 000-08858 FILM NUMBER: 06960883 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_070706.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): July 7, 2006 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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. As of July 7, 2006, The Penn Traffic Company (the "Company") entered into an agreement (the "Agreement") with Gregory J. Young with respect to his employment as Senior Vice President - Chief Marketing & Distribution Officer. Pursuant to the Agreement Mr. Young's employment with the Company will commence on July 17, 2006. As Senior Vice President - Chief Marketing & Distribution Officer, Mr. Young will report directly to the President and be responsible for managing all functions in the Company's marketing and distribution operations. Under the Agreement, Mr. Young will be entitled to receive an annual salary of $300,000 as well as a sign-on bonus of $100,000 payable in three installments, the first installment of 50% to be payable upon his employment commencement date, the second installment of 25% to be payable three months thereafter and the final installment of 25% to be payable six months thereafter. In addition to participation in the Company's 401(K), health insurance and other employee benefits programs, Mr. Young will be entitled to participate in the Company's Management Performance Incentive Program (Bonus), pursuant to which he will be eligible to receive 45% of his base salary up to a maximum of 90%, and will be entitled to receive $15,000 after 60 days of employment for miscellaneous expenses associated with his relocation to central New York. Mr. Young also will be entitled to receive 52 weeks of severance. A copy of the Agreement is attached as Exhibit 99.1 hereto and is incorporated by reference herein. ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS. As of July 7, 2006, Gregory J. Young, a former executive with the Company, was appointed Senior Vice President - Chief Marketing & Distribution Officer of the Company, effective July 17, 2006. In connection therewith, the Company and Mr. Young entered into the Agreement, the material terms of which are described under Item 1.01 of this Current Report on Form 8-K and are incorporated herein by reference. Mr. Young replaces Les Knox, whose position as Senior Vice President - Chief Marketing Officer was terminated effective February 2, 2006. On July 10, 2006, the Company issued a press release announcing Mr. Young's appointment. A copy of such press release is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference. Mr. Young is 49 years old. Prior to 1999, Mr. Young served for more than 25 years in a number of management and other positions at the Company and its subsidiary, P&C Foods. From 1999 to 2000, he served as Vice President of Sales & Merchandising for A&P Super Foodmart, from 2000 to 2001, as Vice President of Store Operations and from 2001 to 2003, as Group Vice President/General Manager for A&P Super Foodmart. From 2003 to most recently, Mr. Young served as an executive with C&S Wholesale Grocers, first as Vice President of Perishables and most recently as Vice President/General Manager of C&S Retail. Other than as disclosed in this Item 5.02, there have been no transactions between Mr. Young 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. Young and any director or executive officer of the Company. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (d) The following are attached as exhibits to this Current Report on Form 8-K: EXHIBIT DESCRIPTION ------- ----------- 99.1 Offer Letter dated July 5, 2006, between the Company and Gregory J. Young, accepted on July 7, 2006. 99.2 Press Release dated July 10, 2006. 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: July 13, 2006 EXHIBIT INDEX EXHIBIT DESCRIPTION ------- ----------- 99.1 Offer Letter dated July 5, 2006, between the Company and Gregory J. Young, accepted on July 7, 2006. 99.2 Press Release dated July 10, 2006. EX-99 2 ex99-1form8k_070706.txt EXHIBIT 99.1 EXHIBIT 99.1 ------------ [GRAPHIC OMITTED] [LOGO - THE PENN TRAFFIC COMPANY] July 5, 2006 Mr. Greg Young 40 Waterford Drive Westfield, MA 01085 Dear Greg: On behalf of The Penn Traffic Company and Bob Chapman we are pleased to offer you the position of SVP - CHIEF MARKETING OFFICER/DISTRIBUTION. Your employment will commence on Monday, July 17, 2006. While this letter is not a contractual agreement, it does contain the major elements of our offer to you. 1. SALARY. Your starting salary will be $300,000.00 per year. 2. SIGN-ON BONUS. $100,000.00 payable in 3 installments. First payment of 50% upon date you start work in Syracuse, 25% after 3-months, and the final payment after 6-months. 3. MANAGEMENT PERFORMANCE INCENTIVE PROGRAM (BONUS) At Plan, 45% of Base to Max of 90% (Penn Traffic waives the "pro-rata" rule). You have already been provided a copy of the Plan. 4. RELOCATION PLAN. Enhanced Executive Relocation Plan. As an offset to your company car or car allowance request, Penn Traffic will provide $15,000 to you after 60-days of employment for miscellaneous expenses associated with your relocation to Central New York. 5. BENEFITS: MEDICAL, DENTAL, VISION AND PRESCRIPTION DRUG COVERAGE: Effective on date of hire. TERM LIFE (CO. PAID)*: After 31 days of continuous service, Company paid, 1 1/2 times salary. SUPPLEMENTAL LIFE*: After 31 days of continuous service, Employee paid 1x or 2x or 3x Salary. (Max. $650,000). SHORT TERM DISABILITY: Effective on date of hire: Weeks 1 through 17, 100% of salary. For weeks 18-26, NYS Statutory benefits. LONG TERM DISABILITY: Effective on date of hire following 120 days of disability, $5,000/mo. max. (Company paid). *The combined maximum for Basic and Supplemental Life is $650,000. 6. VACATION. Four weeks paid vacation each year. Start August 1, 2007 you will be entitled to five (5) weeks paid vacation each year. 7. 401(K) PLAN. Effective on date of hire. Subject to the limits required by law and the Plan, (a) may defer from 1-25% of salary, taxed deferred, (b) Company to match 50% of first 3% of employee deferral. In addition, company to contribute 3% of your earned total compensation as further set forth in Plan. 8. PENN TRAFFIC HOLIDAYS. Per Company Plan, currently six (6), 9. 5% EMPLOYEE DISCOUNT 10. SEVERANCE PLAN. 52 weeks of Severance. 11. CHANGE OF CONTROL. As described in Plan Document previously provided. 12. ANNUAL PAY AND PERFORMANCE REVIEW. Beginning of each Fiscal year. It is important to reiterate that this letter is an offer of employment, and in no way should be construed to be an employment contract for definite term. Employment at The Penn Traffic Company is at-will, subject to termination by the Company or you at any time. We look forward to you rejoining the Penn Traffic team. If you have any questions regarding this offer letter or the position, please contact me directly. Sincerely, /s/ Donald R. Bregande - ------------------------------- Donald R. Bregande Vice President, Human Resources The Penn Traffic Company cc: Bob Chapman - ------------------------------------------------------------------------------- Mr. Gregory J. Young: As agreement with the terms of this letter, please sign one copy of this letter and retain the second copy for your files, Please return to my attention by 12 Noon Monday, July 10, 2006 I, Gregory J. Young accept this offer on this 7th day of July, 2006. /s/ Gregory J. Young - ---------------------------------- (Signature) EX-99 3 ex99-2form8k_070706.txt EXHIBIT 99.2 EXHIBIT 99.2 ------------ [GRAPHIC OMITTED] [LOGO - THE PENN TRAFFIC COMPANY] FOR IMMEDIATE RELEASE CONTACT: Marc Jampole Jampole Communications, Inc. 412-471-2463 FORMER EXECUTIVE REJOINS PENN TRAFFIC AS CHIEF MARKETING AND DISTRIBUTION OFFICER SYRACUSE, NEW YORK, JULY 10, 2006 --- The Penn Traffic Company today announced that Greg Young, a former executive with the Company, is rejoining Penn Traffic as Sr. Vice President and Chief Marketing & Distribution Officer. "Greg Young has a proven track record of developing and implementing successful consumer marketing programs that anticipate and respond to the needs of supermarket customers," said Bob Chapman, President and Chief Executive Officer of Penn Traffic. "Since he left our Company, he has gained an additional wealth of experience in marketing, operations and distribution. Greg is very familiar with all our markets and our distribution system. Penn Traffic was disappointed when he left and we are delighted that Greg is returning to help us grow our business." As Sr. Vice President and Chief Marketing & Distribution Officer, Young will report directly to the President and be responsible for managing all functions in Penn Traffic's marketing and distribution operations. In his first stint with Penn Traffic, Young served for more than 25 years in a number of management and other positions at Penn Traffic and P&C Foods, including as Vice President of the Grocery Division, Vice President of Grocery Merchandising, Director of Grocery Merchandising, Wholesale Merchandising Manager, Grocery Buyer and Store Manager. Young began working for the Company as a P&C store employee in 1974. When Young left Penn Traffic in 1999, he became Vice President of Sales & Merchandising for A&P Super Foodmart. He also worked as Vice President of Store Operations and Group Vice President/General Manager for A&P. For the past three years, Young has been an executive with C&S Wholesale Grocers, first as Vice President of Perishables and most recently as Vice President/General Manager of C&S Retail. ******************************************************************************* The Penn Traffic Company operates 112 supermarkets in Pennsylvania, central and upstate New York, Vermont and New Hampshire under the Quality, BiLo, and P&C trade names. Penn Traffic also operates a wholesale food distribution business serving 78 licensed franchises and 50 independent operators and Penny Curtiss, a Syracuse-based commercial bakery. -----END PRIVACY-ENHANCED MESSAGE-----