0001010422-01-500041.txt : 20011030
0001010422-01-500041.hdr.sgml : 20011030
ACCESSION NUMBER: 0001010422-01-500041
CONFORMED SUBMISSION TYPE: SC 13D/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20011026
GROUP MEMBERS: B III CAPITAL PARTNERS, L.P.
GROUP MEMBERS: B III-A CAPITAL PARTNERS, L.P.
GROUP MEMBERS: DDJ CAPITAL III, LLC
GROUP MEMBERS: DDJ CAPITAL MANAGEMENT, LLC
GROUP MEMBERS: GP III-A, LLC
GROUP MEMBERS: OCTOBER G.P., LLC
GROUP MEMBERS: THE OCTOBER FUND, LIMITED PARTNERSHIP
SUBJECT COMPANY:
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: SC 13D/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-20956
FILM NUMBER: 1767394
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
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: DDJ CAPITAL MANAGEMENT LLC
CENTRAL INDEX KEY: 0001010422
STANDARD INDUSTRIAL CLASSIFICATION: []
IRS NUMBER: 043300754
STATE OF INCORPORATION: MA
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D/A
BUSINESS ADDRESS:
STREET 1: 141 LINDEN STREET
STREET 2: SUITE 4
CITY: WELLESLEY
STATE: MA
ZIP: 02482-7910
BUSINESS PHONE: 781-283-8500
MAIL ADDRESS:
STREET 1: 141 LINDEN STREET
STREET 2: SUITE 4
CITY: WELLESLEY
STATE: MA
ZIP: 02482
SC 13D/A
1
pen13d8.txt
AMENDMENT NO. 8 TO SCHEDULE 13D
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 8)
The Penn Traffic Company
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.01 Par Value
--------------------------------------------------------------------------------
(Title of Class of Securities)
707832200
---------------------------------------------------
(CUSIP Number)
Wendy Schnipper Clayton, Esq.
DDJ Capital Management, LLC
141 Linden Street, Suite 4
Wellesley, MA 02482-7910
781-283-8500
--------------------------------------------------------------------------------
(Name, address and telephone number of person authorized to receive
notices and communications)
October 15, 2001
--------------------------------------------------------------------------------
(Date of Event which Requires filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b) (3) or (4), check the
following box [ ].
(Continued on following pages)
(Page 1 of 12 Pages)
SCHEDULE 13D
CUSIP NO. 707832200 PAGE 2 OF 12 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DDJ Capital Management, LLC
04-3300754
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
SEE ITEM #5 (a) [ X ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
NUMBER OF 7 SOLE VOTING POWER
SHARES 4,460,104
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 4,460,104
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
4,460,104
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
22.24%
14 TYPE OF REPORTING PERSON *
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP NO. 707832200 PAGE 3 OF 12 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
B III Capital Partners, L.P.
04-3341099
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
SEE ITEM #5 (a) [ X ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 2,475,246
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 2,475,246
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
2,475,246
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
12.34%
14 TYPE OF REPORTING PERSON *
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP NO. 707832200 PAGE 4 OF 12 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DDJ Capital III, LLC
04-3317544
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
SEE ITEM #5 (a) [ X ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 2,475,246
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 2,475,246
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
2,475,246
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
12.34%
14 TYPE OF REPORTING PERSON *
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP NO. 707832200 PAGE 5 OF 12 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
B III-A Capital Partners, L.P.
04-3495504
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
SEE ITEM #5 (a) [ X ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 324,780
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 324,780
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
324,780
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
1.62%
14 TYPE OF REPORTING PERSON *
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP NO. 707832200 PAGE 6 OF 12 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GP III-A, LLC
04-3493598
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
SEE ITEM #5 (a) [ X ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 324,780
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 324,780
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
324,780
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
1.62%
14 TYPE OF REPORTING PERSON *
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP NO. 707832200 PAGE 7 OF 12 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The October Fund, Limited Partnership
04-3504882
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
SEE ITEM #5 (a) [ X ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
NUMBER OF 7 SOLE VOTING POWER
SHARES 33,125
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 33,125
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
33,125
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
0.17%
14 TYPE OF REPORTING PERSON *
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP NO. 707832200 PAGE 8 OF 12 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
October G.P., LLC
04-3504881
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
SEE ITEM #5 (a) [ X ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 33,125
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 33,125
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
33,125
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
0.17%
14 TYPE OF REPORTING PERSON *
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP NO. 707832200 PAGE 9 OF 12 PAGES
ITEM 1. SECURITY AND ISSUER:
This Amendment No. 8 to Schedule 13d ("Amendment No. 8")
should be read in conjunction with the Schedule 13D dated May 27, 1999
("Schedule 13D"), Amendment No. 1 dated August 19, 1999, Amendment
No. 2 dated September 8, 1999, Amendment No. 3 dated December 9,
1999, Amendment No. 4 dated April 3, 2000, Amendment No. 5 dated
June 29, 2000, Amendment No. 6 dated November 16, 2000 and
Amendment No. 7 dated March 20, 2001 (collectively, "Amendment Nos.
1-7") each as filed with the Securities and Exchange Commission by DDJ
Capital Management, LLC, a Massachusetts limited liability company,
and certain affiliates. This Amendment No. 8 amends the Schedule 13D,
Amendment Nos. 1 through 7 only with respect to those items listed
below. All capitalized terms not otherwise defined herein shall have the
meanings ascribed thereto on the Schedule 13d, Amendment No. 1,
Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment
No. 5, Amendment No. 6 or Amendment No. 7.
This filing of Amendment No. 8 is not, and should be deemed to
be, an admission that the Schedule 13D or any Amendment thereto is
required to be filed.
This statement relates to shares of the common stock, $.01 par
value (the "Shares") of The Penn Traffic Company (the "Company"). The
principal executive offices of the Company are located at 1200 State Fair
Boulevard, Syracuse, New York, 13221.
ITEM 3. SOURCES AND AMOUNT OF FUNDS OR OTHER
CONSIDERATION:
Item 3 is amended by adding the following sentence.
Shares purchased by the Fund, B III-A, October, the Account and
DDJ Canadian since March 28, 2001 are set forth on the attached Schedule
B.
SCHEDULE 13D
CUSIP NO. 707832200 PAGE 10 OF 12 PAGES
ITEM 5. INTEREST IN SECURITIES OF ISSUER:
Item 5(a) is deleted in its entirety and amended as set forth below:
(a) The Fund owns, and DDJ Capital III, LLC and DDJ
beneficially own, as general partner and investment manager, respectively
of the Fund, 2,475,246 Shares or approximately 12.34% of the Company.
B III-A owns, and GP III-A, LLC and DDJ beneficially own, as general
partner and investment manager, respectively of B III-A, 324,780 Shares
of approximately 1.62% of the Company. October owns, and October
G.P., LLC and DDJ beneficially own, as general partner and investment
manager, respectively of October, 33,125 Shares or approximately .17% of
the Company. DDJ, as investment manager to the Account, may be
deemed to beneficially own 1,173,950 Shares, or approximately 5.85% of
the outstanding Shares of the Company. DDJ, as investment advisor to
DDJ Canadian, may be deemed to beneficially own 453,003 Shares, or
approximately 2.26% of the outstanding Shares of the Company. DDJ, as
investment manager to the Fund, B III-A, October and the Account and as
investment advisor to DDJ Canadian may be deemed to beneficially own
4,460,104 Shares, or approximately 22.24% of the outstanding Shares of
the Company.
SCHEDULE 13D
CUSIP NO. 707832200 PAGE 11 OF 12 PAGES
Signature:
========
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
DDJ CAPITAL MANAGEMENT, LLC
By: /s/ Robert L. Hockett
-----------------------------------------
Robert L. Hockett
Authorized Person
/s/ Wendy Landon
-----------------------------------------
Wendy Landon
Authorized Person
SCHEDULE 13D
CUSIP NO. 707832200 PAGE 12 OF 12 PAGES
SCHEDULE B
===========
The Penn Traffic Company
=====================
Set forth below is an itemization of all purchases of shares of
Common Stock since March 28, 2001. The transactions were made for
cash in open market transactions.
TYPE:
PURCHASE AGGREGATE
DATE OR SALE SHARES PRICE
3/29/01 PURHCASE 30,100 $215,365.50
3/30/01 PURCHASE 31,000 $225,950.00
4/4/01 PURCHASE 6,100 $43,035.50
4/9/01 PURCHASE 2,600 $17,615.00
6/22/01 PURCHASE 5,000 $22,500.00
10/15/01 PURCHASE 362,635 $1,675,373.70
10/18/01 PURCHASE 1,300 $6,084.00
10/19/01 PURCHASE 100 $468.00