-----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, PfwgJQXIhqX9PVlhOZ1pnyH1GeBgrDgsT0vviGYv0SuTu6jfXo9pQ/TA2M4Itgrn a+Arn3hZNFkqtKh75Jv09Q== 0000950142-07-000024.txt : 20070103 0000950142-07-000024.hdr.sgml : 20070101 20070103141852 ACCESSION NUMBER: 0000950142-07-000024 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20061228 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070103 DATE AS OF CHANGE: 20070103 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: 07503394 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_122806.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): December 28, 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 December 28, 2006, The Penn Traffic Company (the "Company") and certain of its subsidiaries entered into amendments (together, the "Credit Facility Amendments") of their credit facility, dated April 13, 2005, consisting of a $6 million term loan (the "Term Loan") and a $130 million revolving loan (the "GE Facility") and their $28 million supplemental real estate credit facility consisting of term loans available on a multi-draw basis (the "Kimco Facility," and together with the GE Facility, the "Credit Facilities"). The amendment to the GE Facility is referred to herein as the "GE Facility Amendment" and the amendment to the Kimco Facility is referred to as the "Kimco Facility Amendment." The Credit Facility Amendments amend the Credit Facilities to (i) extend the period during which the Company must pay the lenders thereunder (collectively, the "Lenders") a premium if the Company prepays the Term Loan or any loans under the Kimco Facility so that such period ends on January 13, 2008 instead of March 13, 2007, and in either case at the rate provided therein, (ii) permit the Company to sell or otherwise dispose of assets in connection with the closing of 5 stores in New York and Pennsylvania, (iii) reduce the availability thresholds in the Credit Facilities at which the Company is required to comply with financial covenants in the GE Facility to $30 million for four consecutive days and than $25 million for any one day during the period beginning on December 26, 2006 and ending on February 15, 2007 (after February 15, 2007, the thresholds return to current levels of $35 million for four consecutive days and $30 million for any one day), (iv) waive the provisions of the Credit Facilities requiring the Company to provide the Lenders with audited consolidated balance sheets as of January 29, 2005 and the related statements of income and cash flows of the Company and its subsidiaries, and (v) extend the deadline under the Credit Facilities for delivery to the Lenders of the audited consolidated balance sheets and the related statements of income and cash flows of the Company and its subsidiaries as of January 28, 2006 and February 3, 2007 to June 30, 2007. In connection with the Amendments, the Company agreed to pay the lenders under the Kimco Facility an amendment fee of $50,000 and agreed to pay each consenting lender under the GE Facility an amendment fee equal to 10 basis points multiplied by the aggregate commitment under the GE Facility of such lender. In addition, the Company agreed to pay all fees and expenses incurred by the Lenders in connection with the Amendments. Other than with respect to the Credit Facilities and the Amendments, the Company does not have any material relationships with the Lenders. ITEM 7.01 REGULATION FD DISCLOSURE On January 2, 2007, the Company issued a press release with regard to the Amendments. A copy of the press release is attached hereto as Exhibit 99.1 is in incorporated by reference herein. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (d) The following is attached as an exhibit to this Current Report on Form 8-K: EXHIBIT DESCRIPTION ------- ----------- 99.1 Press release dated January 2, 2007. 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: January 3, 2007 EXHIBIT INDEX EXHIBIT DESCRIPTION ------- ----------- 99.1 Press release dated January 2, 2007. EX-99 2 ex99-1form8k_122806.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'S WORKING CAPITAL LENDERS AGREE TO AMENDMENTS TO CREDIT FACILITIES SYRACUSE, NEW YORK - JANUARY 2, 2007 - The Penn Traffic Company (OTC:PTFC) announced today that it has entered into amendments to its $164 million revolving credit facilities. The amendments waive the provisions of the credit facilities requiring Penn Traffic to provide its lenders with audited financial statements as of January 29, 2005 and extend the deadline for delivery to its lenders of Penn Traffic's audited financial statements as of January 28, 2006 and February 3, 2007 to June 30, 2007. The amendments also extend the end of the period during which Penn Traffic must pay a prepayment premium to its lenders to January 13, 2008, permit Penn Traffic to sell or otherwise dispose of assets in connection with the closing of five stores in New York and Pennsylvania and reduce the availability thresholds in the credit facilities at which Penn Traffic is required to comply with financial covenants to $30 million for four consecutive days and than $25 million for any one day during the period beginning on December 26, 2006 and ending on February 15, 2007 (after February 15, 2007, the thresholds return to current levels of $35 million for four consecutive days and $30 million for any one day). Penn Traffic agreed to pay its lenders an amendment fee with regard to the amendments and to pay all expenses incurred in connection therewith. "The Company has been working diligently to establish obtainable strategic and tactical initiatives to reach our goals and we appreciate the support our lenders have shown us," said Robert Panasuk, Penn Traffic's President and Chief Executive Officer. 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 proceeded 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 1 of the Company to improve its operating performance and effectuate its business plans; 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; the ability of the Company to generate cash; the ability of the Company to attract and maintain adequate capital; the ability of the Company to refinance; increases in prevailing interest rates; the ability of the Company to obtain trade credit, and shipments and terms with vendors and service providers for current orders; the ability of the Company to maintain contracts that are critical to its operations; potential adverse developments with respect to the Company's liquidity or results of operations; 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; the ability of the Company to pursue 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 the commencement of any new, legal proceedings against, or governmental investigations of the Company, including the previously announced SEC and U.S. Attorney's Office 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 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 43 Big M stores, 29 Associate stores and 48 independent operators and Penny Curtiss, a Syracuse-based commercial bakery. -----END PRIVACY-ENHANCED MESSAGE-----