-----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, Ph4GTodKMuGK8BSMsYfts01irmJXfudCAz9ygsbg1qB8jvdf3xh7HkxmuXbbdRkx uHDOAbNAxzmPJkcqOGq3aw== 0001104659-08-037595.txt : 20080604 0001104659-08-037595.hdr.sgml : 20080604 20080603180838 ACCESSION NUMBER: 0001104659-08-037595 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080604 DATE AS OF CHANGE: 20080603 EFFECTIVENESS DATE: 20080604 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: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-08858 FILM NUMBER: 08878709 BUSINESS ADDRESS: STREET 1: 1200 STATE FAIR BLVD CITY: SYRACUSE STATE: NY ZIP: 13221-4737 BUSINESS PHONE: (315) 453-7284 MAIL ADDRESS: STREET 1: 1200 STATE FAIR BLVD CITY: SYRACUSE STATE: NY ZIP: 13221-4737 DEFA14A 1 a08-15483_2defa14a.htm DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14A

(Rule 14a-101)

 

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

 

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.     )

 

Filed by the Registrant  x

 

Filed by a Party other than the Registrant  o

 

Check the appropriate box:

o

Preliminary Proxy Statement

o

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

o

Definitive Proxy Statement

x

Definitive Additional Materials

o

Soliciting Material Pursuant to §240.14a-12

 

THE PENN TRAFFIC COMPANY

(Name of Registrant as Specified In Its Charter)

 

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

Payment of Filing Fee (Check the appropriate box):

x

No fee required.

o

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

(1)

Title of each class of securities to which transaction applies:

 

 

 

 

(2)

Aggregate number of securities to which transaction applies:

 

 

 

 

(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

 

 

 

(4)

Proposed maximum aggregate value of transaction:

 

 

 

 

(5)

Total fee paid:

 

 

 

o

Fee paid previously with preliminary materials.

o

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

(1)

Amount Previously Paid:

 

 

 

 

(2)

Form, Schedule or Registration Statement No.:

 

 

 

 

(3)

Filing Party:

 

 

 

 

(4)

Date Filed:

 

 

 

 

 


 

 

THE PENN TRAFFIC COMPANY

 

1200 State Fair Boulevard
Syracuse, New York 13221-4737

 

PROXY STATEMENT SUPPLEMENT

 

This Proxy Statement Supplement is furnished in connection with the solicitation of proxies by the Board of Directors of The Penn Traffic Company, a Delaware corporation (“Penn Traffic” or the “Company”), for use at the Annual Meeting of Stockholders to be held on Wednesday July 9, 2008, at 10:00 a.m., Eastern Standard Time, at the Hilton Garden Inn, 6004 Fair Lakes Road, East Syracuse, New York 13057.  This Proxy Statement Supplement amends and supplements our Proxy Statement dated May 30, 2008.  Capitalized terms used but not defined in this Proxy Statement Supplement have the meanings assigned such terms in the Proxy Statement.

 

In addition to the 8,336,192 shares of our Common Stock issued and outstanding as of the record date and entitled to vote at the annual meeting, there were 10,000 shares of our Series A Convertible Preferred Stock, par value $0.01 per share (the “Preferred Stock”), outstanding as of the record date.  Each holder of shares of Preferred Stock is entitled to cast that number of votes with regard to such shares of Preferred Stock as is equal to the number of votes that such holder would have been entitled to cast had such holder converted its shares into Common Stock on the record date.  The holders of Preferred Stock will therefore be able to cast an aggregate of 642,266 votes at the annual meeting in respect of such Preferred Stock.

 

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 

The following table sets forth certain information known to us with respect to beneficial ownership of our voting securities as of February 2, 2008 (unless otherwise indicated) by: (i) each person who beneficially owns 5% or more of any class of our voting securities; (ii) each of our directors; (iii) each of the persons named in the Summary Compensation Table set forth herein; and (iv) all directors and executive officers as a group.  The information set forth below for 5% stockholders was derived from publicly available reports made by the persons listed below on Forms 13G and 13D.  We have not attempted to verify any of this information.  All shares of our common stock issued prior to the effective date of our plan of reorganization were deemed cancelled as provided in our plan of reorganization.  Except as otherwise indicated, the holders listed below have sole voting and investment power with respect to all shares beneficially owned by them.  For purposes of this table, a person or group of persons is deemed to have “beneficial ownership” of any shares which such person or group of persons has the right to acquire within 60 days.  For purposes of computing the percentage of outstanding shares held by each person or group of persons named below, any security which such person or persons has the right to acquire within 60 days (including shares which may be acquired upon exercise of warrants or upon exercise of vested portions of stock options) is deemed to be outstanding, but is not deemed to be outstanding for the purpose of computing the percentage ownership of any other person.  On May 14, 2008, there were 8,336,192 shares of Common Stock and 10,000 shares of our Preferred Stock outstanding.  Each holder of shares of Preferred Stock is entitled to cast that number of votes with regard to such shares of Preferred Stock as is equal to the number of votes that such holder would have been entitled to cast had such holder converted its shares into

 

 

2


 

 

Common Stock on the record date.  The holders of Preferred Stock will therefore be able to cast an aggregate of 642,266 votes at the annual meeting in respect of such Preferred Stock.

 

 

 

Common Stock

 

Preferred Stock

 

 

 

Name and Address of
Beneficial Owner

 

Number

 

Percent of Class

 

Number

 

Percent of Class

 

Total Voting Power

 

Bay Harbour Management, L.L.C.(1)
885 Third Avenue
New York, NY 10022

 

1,912,992

 

23.0%

 

5,000

 

50.0%

 

24.9%

 

Pension Benefit Guaranty Corporation (2)
Agent: JP Morgan Investment Management, Inc.
522 Fifth Avenue
New York, NY 10036

 

1,874,134

 

22.5%

 

—

 

—

 

20.9%

 

King Street Capital Management, L.L.C.(3)
65 East 55th Street
30th Floor
New York, NY 10022

 

1,174,908

 

14.1%

 

3,000

 

30.0%

 

15.2%

 

CR Intrinsic Investors LLC (4)
72 Cummings Point Road
Stamford, CT 06901

 

805,800

 

9.7%

 

2,000

 

20.0%

 

10.4%

 

Southpoint Capital Advisors, LP (5)
623 Fifth Avenue Suite 2503
New York, NY 10022

 

607,236

 

7.3%

 

—

 

—

 

6.8%

 

All directors and executive officers as a Group (14 persons)

 

—

 

—

 

—

 

—

 

—

 

Robert J. Kelly, Ben Evans, John E. Burke, Kevin P. Collins, Alan C. Levitan, Kurt M. Cellar, Scott Sozio, Gregory J. Young, Tod A. Nestor, Daniel J. Mahoney, Myles da Cunha, Lynn A. Leitzel, Kenneth Thompson and Christine McMahon

 

(1)          As reported in the Schedule 13D (Amendment No. 8) filed with the SEC on December 13, 2007.

 

(2)          On September 28, 2005, JP Morgan Investment Management, Inc., or JPMIM, as agent for the PBGC and pursuant to an investment management agreement between JPMIM and PBGC, received 1,874,134 of our common shares, which shares were distributed to the PBGC in accordance to our plan of reorganization.

 

(3)          As reported in the Schedule 13D (Amendment No. 1) filed with the SEC on December 13, 2007.

 

(4)          As reported in the Schedule 13D filed with the SEC on December 17, 2007.

 

(5)          As reported in the Schedule 13G/A (Amendment No. 1) filed with the SEC on February 9, 2006.

 

 

Dated:  June 2, 2008

 

 

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