8-K

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 1, 2007           

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)	(I.R.S. 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)

NOT APPLICABLE

(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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o 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.

By letter dated October 1, 2007 (the “Promotion Letter”), the Company offered Gregory J. Young, currently Executive Vice President and Chief Operating Officer of the Company, the opportunity to become President and Chief Executive Officer of the Company, effective October 1, 2007. The Promotion Letter states that the position carries an annual salary of $500,000. Mr. Young will continue to be entitled to receive the other benefits described in his existing agreements with the Company relating to his current position, the material terms of which were described under Item 1.01 of the Company’s Current Reports on Form 8-K filed on December 12, 2006, October 6, 2006 and July 13, 2006, and are incorporated herein by reference.

A copy of the Promotion Letter 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.

Effective October 1, 2007, Robert R. Panasuk, the Company’s President and Chief Executive Officer, and a member of its Board of Directors and the Board’s Compensation Committee, resigned from his positions with the Company.

Effective October 1, 2007, Gregory J. Young, Executive Vice President and Chief Operating Officer of the Company, was promoted to President and Chief Executive Officer 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 51 years old, has been with the Company in various positions since July 2006: Executive Vice President and Chief Operating Officer (December 2006 – October 2007), Senior Vice President, Co-Chief Operating Officer (October 2006 – December 2006) and Senior Vice President – Chief Marketing & Distribution Officer (July 2006 – October 2006). The material terms of the agreements relating to his current employment with the Company are described under Item 1.01 of the Company’s Current Reports on Form 8-K filed on December 12, 2006, October 6, 2006 and July 13, 2006, and are incorporated herein by reference. 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.

ITEM 7.01 REGULATION FD DISCLOSURE

On October 1, 2007, the Company issued a press release with regard to the matters discussed in Item 5.02. A copy of that press release is attached hereto as Exhibit 99.2 and incorporated herein by reference.

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 Promotion Letter, dated October 1, 2007, addressed to Gregory J. Young.

99.2 Press Release dated October 1, 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/ Daniel J. Mahoney            

Name:       Daniel J. Mahoney
Title:	VP, General Counsel

Dated: October 1, 2007

EXHIBIT INDEX

Exhibit Description

99.1 Promotion Letter, dated October 1, 2007, addressed to Gregory J. Young.

99.2 Press Release dated October 1, 2007.

EX-99

Exhibit 99.1

Date:		October 1, 2007
To:		Gregory J. Young
From:		Christine McMahon
	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 President and Chief Executive Officer, effective October 1, 2007.

This new position carries an annualized salary of $500,000, along with a performance and salary review within six months of this promotion.

Please confirm your acceptance of this position by signing one copy of this letter and retaining the second copy for your files.

Congratulations and Best Wishes,

              /s/ Christine McMahon          

Christine McMahon

Vice President of Human Resources

I, Gregory J. Young, accept this offer on this 1st day of October 2007.

              /s/ Gregory J. Young              

(signature)

EX-99

Exhibit 99.2

PENN TRAFFIC NAMES GREGORY J. YOUNG PRESIDENT AND CEO

Robert R. Panasuk Resigns as an Officer and Director of the Company

Young and the Balance of Penn Traffic’s Experienced Management Team Continue to Implement the Company’s Turnaround Plan

SYRACUSE, N.Y. –Oct. 1, 2007 – The board of directors of The Penn Traffic Company (Pink Sheets: PTFC) voted unanimously to appoint Executive Vice President and Chief Operating Officer Gregory J. Young to serve as president and chief executive officer, effective immediately. The appointment followed the resignation of Robert R. Panasuk as president, chief executive officer and director of the company for personal reasons.

“Since rejoining Penn Traffic in 2006, Greg has been an important architect of our plans and strategy for turning the company around and he’s emerged as a key leader on the management team,” Chairman of the Board Robert J. Kelly said. “As CEO, Penn Traffic will continue to benefit from his leadership and three decades of industry experience. Greg has the board’s full support and complete confidence.”

Young, 51, is a Syracuse native who first worked for Penn Traffic from 1974 to 1999, joining as a part-time associate in its stores and progressing steadily through the ranks to serve in senior management positions. He rejoined the company as chief marketing and distribution officer in July 2006 and was appointed COO in October 2006. Previously, he was with C&S Wholesale Grocers in Keene, N.H. for three years as vice president of perishables and vice president and general manager of C&S Retail. From 1999 to 2003 Young served The Great Atlantic & Pacific Tea Company’s A&P Super Foodmart in Springfield, Massachusetts as group vice president and general manager, vice president of store operations and vice president of sales and merchandising.

Young will retain his current seat on the board and lead Penn Traffic’s strong and energetic management team of experienced grocery and retail executives, including: Senior Vice President and Chief Financial Officer Tod A. Nestor, 44; Senior Vice President for Store Operations Kenneth V. Thompson, 58; Senior Vice President of Merchandising Myles da Cunha, 48; Vice President and Chief Information Officer Lynn Leitzel, 51; Vice President and General Counsel Daniel J. Mahoney, 40; and Vice President of Human Resources and Labor Relations Christine McMahon, 43.

The Penn Traffic Company currently operates 105 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 approximately 120 independent operators and Penny Curtiss, a Syracuse-based commercial bakery.

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 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.

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