-----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, OgXWfe/UmzGk/Cw7wrM67L2Hf1kL/8woeM9gdZgMnfqXuxB1FN+SkVlwa5rWUSuq 9fB6/rD60gu8LJn7n72H9Q== 0000950142-06-001861.txt : 20061006 0000950142-06-001861.hdr.sgml : 20061006 20061006075927 ACCESSION NUMBER: 0000950142-06-001861 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20061002 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: 20061006 DATE AS OF CHANGE: 20061006 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: 061132448 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_100206.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): October 2, 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. On October 2, 2006, The Penn Traffic Company (the "Company") delivered an offer letter to Robert Panasuk with respect to his employment as Senior Vice President - Co-Chief Operating Officer of the Company (the "Offer Letter"), which offer was accepted by Mr. Panasuk on October 2, 2006. Pursuant to the Offer Letter, Mr. Panasuk's employment with the Company commenced on October 4, 2006. The Offer Letter provides that Mr. Panasuk's responsibilities will include Store Operations, Human Resources, Finance, Construction & Maintenance, Legal and Real Estate. Pursuant to the Offer Letter, Mr. Panasuk will be entitled to receive an annual salary of $375,000 as well as a sign-on bonus of $100,000 "grossed up," 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. Panasuk 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%. He will also be entitled to receive $15,000 "grossed up" after 60 days of employment for miscellaneous expenses associated with his relocation to central New York, as well as 52 weeks of severance. A copy of the Offer Letter is attached as Exhibit 99.1 hereto and is incorporated by reference herein. By letter dated October 2, 2006 (the "Promotion Letter"), the Company offered Gregory J. Young, currently Senior Vice President - Chief Marketing & Distribution Officer of the Company, the opportunity to become Senior Vice President - Co-Chief Operating Officer, effective October 4, 2006. The Promotion Letter states that the position has the responsibility for merchandising, marketing, distribution, internal audit, information technology, wholesale/franchise operations, and bakery manufacturing, and carries an annual salary of $375,000. Mr. Young will continue to be entitled to receive the other benefits described in his existing agreement with the Company relating to his current position, the material terms of which were described under Item 1.01 of the Company's Current Report on Form 8-K filed on July 13, 2006. A copy of the Promotion Letter is attached as Exhibit 99.2 hereto and is incorporated by reference herein. ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS. Effective October 2, 2006, Robert Chapman, the Company's Chief Executive Officer and a member of its Board of Directors, resigned from his positions with the Company. In connection with his resignation, Mr. Chapman will receive the severance payments to which he is entitled under the Company's existing severance plan. 1 Effective October 4, 2006, Robert Panasuk was appointed Senior Vice President - Co-Chief Operating Officer of the Company. Mr. Panasuk will report to Robert Kelly, Chairman of the Board of Directors of the Company. In connection with Mr. Panasuk's appointment, the Company delivered the Offer Letter, 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. Panasuk is 50 years old. Prior to his appointment, Mr. Panasuk was Executive Vice President - Merchandising, Marketing, Distribution of A&P from 2004 to 2005. From 2002 to 2004, he served as President of Waldbaum's Inc., and from 2001 to 2002 he was Executive Vice President - A& P Canada. Other than as disclosed in this Item 5.02, there have been no transactions between Mr. Panasuk 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. Panasuk and any director or executive officer of the Company. Effective October 4, 2006, Gregory J. Young, the Company's Senior Vice President - Chief Marketing & Distribution Officer, was promoted to Senior Vice President - Co-Chief Operating Officer of the Company. Mr. Young will report to Robert Kelly, Chairman of the Board of Directors of the Company. In connection with Mr. Young's promotion, the Company delivered the Promotion Letter to Mr. Young, 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, who is 50 years old, has been Senior Vice President - Chief Marketing & Distribution Officer of the Company since July 17, 2006. The material terms of the agreement relating to his employment with the Company are described under Item 1.01 of the Company's Current Report on Form 8-K filed on July 13, 2006, which is incorporated by reference herein. 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. From 2003 until he became associated with Penn Traffic as described above, Mr. Young served as an executive with C&S Wholesale Grocers, first as Vice President of Perishables and then 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. 2 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 October 2, 2006, between the Company and Robert Panasuk, accepted on October 2, 2006. 99.2 Promotion Letter, dated October 2, 2006, addressed to Gregory Young. 3 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/ Randy P. Martin ---------------------------- Name: Randy P. Martin Title: Senior Vice President Dated: October 6, 2006 4 EXHIBIT INDEX EXHIBIT DESCRIPTION ------- ----------- 99.1 Offer Letter, dated October 2, 2006, between the Company and Robert Panasuk, accepted on October 2, 2006. 99.2 Promotion Letter, dated October 2, 2006, addressed to Gregory Young. 5 EX-99 2 ex99-1form8k_100206.txt EXHIBIT 99.1 EXHIBIT 99.1 ------------ [GRAPHIC OMITTED -- LOGO] THE PENN TRAFFIC COMPANY October 2, 2006 Mr. Robert Panasuk 14 Coe Farm Road Montebello, New York 10902 Dear Bob. On behalf of Robert Kelly, Chairman of the Board of Directors, we are pleased to offer you the position of SVP-Co-Chief Operating Officer. Your employment will commence on Wednesday, October 4, 2006. Your responsibilities include Store Operations, Human Resources, Finance, Construction & Maintenance, Legal and Real Estate. 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 $375,000.00 per year, with a performance and salary review within six months of employment. 2. SIGN-ON BONUS. $100,000.00 "grossed up," 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). 45% of base at 100 % of Plan, and increasing to 90% incrementally by exceeding the plan. 4. RELOCATION PLAN. Enhanced Executive Relocation Plan, "grossed up." In lieu of company car, Penn Traffic will provide $15,000 "grossed up" to you after 60 days of employment. Company will pay for temporary housing not to exceed $3,000 per month and reasonable travel home expenses for six months with employee's option to continue for an additional three months unless Montebello home is sold. 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. 7. 401(K) PLAN. Effective after 6-months of employment. 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 after 1 year of employment. In addition, company to contribute 3% of your earned total compensation after 1 year of service and 1,000 hours and must be on payroll on last day of year. 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. See attached document. 12. STOCK. You will participate in the company plan and receive stock commensurate with your position at the time when the plan is executed for the management team. 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 joining the Penn Traffic team. If you have any questions regarding this offer letter or the position, please contact me directly. Sincerely, By: /s/ Donald R. Bregande ------------------------------- Donald R. Bregande Vice President, Human Resources The Penn Traffic Company cc: Robert Kelly - ------------------------------------------------------------------------------ Mr. Bob Panasuk: 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 3 PM today, Monday, October 2, 2006. I, Robert R. Panasuk accept this offer on this 2nd day of October, 2006. ----------------- (Please print) /s/ Bob Panasuk ------------------------- (Signature) EX-99 3 ex99-2form8k_100206.txt EXHIBIT 99.2 EXHIBIT 99.2 ------------ [GRAPHIC OMITTED -- LOGO] THE PENN TRAFFIC COMPANY Date: October 2, 2006 To: Greg Young From: Donald R. Bregande Vice President of Human Resources Subject: Promotional Opportunity Greg, On behalf of Robert Kelly, Chairman of the Board of Directors, I am pleased to offer you a promotion to the position of SVP-Co-Chief Operating Officer, effective October 4, 2006. The position has the responsibility for the following areas: merchandising, marketing, distribution, internal audit, information technology, wholesale/franchise operations, and bakery manufacturing. This new position carries an annualized salary of $375,0000, along with a performance and salary review within six months of this promotion. Congratulations and Best Wishes, /s/ Donald Bregande - --------------------------------- Donald R. Bregande Vice President of Human Resources -----END PRIVACY-ENHANCED MESSAGE-----