-----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, PSAssvj8gV6SmuWNCEj8nZFCLFG1mTIBWRFGHwnvZzMUXuKYwY8kcwrDqMXyDoW+ SRVdgJhe0l/muNrXR7FfzQ== 0001144204-07-067949.txt : 20071217 0001144204-07-067949.hdr.sgml : 20071217 20071217204750 ACCESSION NUMBER: 0001144204-07-067949 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20071213 FILED AS OF DATE: 20071217 DATE AS OF CHANGE: 20071217 ISSUER: 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 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Sozio Scott CENTRAL INDEX KEY: 0001403062 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-08858 FILM NUMBER: 071311375 BUSINESS ADDRESS: BUSINESS PHONE: 646-205-1841 MAIL ADDRESS: STREET 1: BAY HARBOUR MANAGEMENT STREET 2: 885 THIRD AVENUE, 34TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kurt Cellar CENTRAL INDEX KEY: 0001403176 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-08858 FILM NUMBER: 071311376 BUSINESS ADDRESS: BUSINESS PHONE: (212) 829-8363 MAIL ADDRESS: STREET 1: BAY HARBOUR MANAGEMENT STREET 2: 885 THIRD AVENUE, 34TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Bay Harbour Master Ltd. CENTRAL INDEX KEY: 0001387025 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-08858 FILM NUMBER: 071311377 BUSINESS ADDRESS: STREET 1: C/O BAY HARBOUR MANAGEMENT, L.C. STREET 2: 885 THIRD AVENUE, 34TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 371-2211 MAIL ADDRESS: STREET 1: C/O BAY HARBOUR MANAGEMENT, L.C. STREET 2: 885 THIRD AVENUE, 34TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BAY HARBOUR MANAGEMENT LC CENTRAL INDEX KEY: 0001049310 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-08858 FILM NUMBER: 071311378 BUSINESS ADDRESS: STREET 1: 885 THIRD AVENUE STREET 2: 34TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 8132721992 MAIL ADDRESS: STREET 1: 885 THIRD AVENUE STREET 2: 34TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 4 1 v097494_ex.xml X0202 4 2007-12-13 0 0000077155 PENN TRAFFIC CO PTFC.PK 0001049310 BAY HARBOUR MANAGEMENT LC 885 THIRD AVENUE 34TH FLOOR NEW YORK NY 10022 0 0 1 0 0001387025 Bay Harbour Master Ltd. C/O BAY HARBOUR MANAGEMENT, L.C. 885 THIRD AVENUE, 34TH FLOOR NEW YORK NY 10022 0 0 1 0 0001403176 Kurt Cellar BAY HARBOUR MANAGEMENT 885 THIRD AVENUE, 34TH FLOOR NEW YORK NY 10022 1 0 0 0 0001403062 Sozio Scott BAY HARBOUR MANAGEMENT 885 THIRD AVENUE, 34TH FLOOR NEW YORK NY 10022 1 0 0 0 Common Stock, par value $0.01 0 I See footnotes Common Stock, par value $0.01 1347000 D Series A Convertible Preferred Stock 16.12 2007-12-13 4 P 0 1493.44 1000 A 2008-12-14 Common Stock, par value $0.01 per share 92645.161 0 I See footnotes Series A Convertible Preferred Stock 16.12 2007-12-13 4 P 0 3506.55 1000 A 2008-12-14 Common Stock, par value $0.01 per share 217527.916 3506.55 D Please see Exhibit 1 Please see Exhibit 1 Please see Exhibit 1 Please see Exhibit 1 Please see Exhibit 1 /s/ Kurt Cellar, Partner of Bay Harbour Management, L.C. 2007-12-17 /s/ Kurt Cellar, Partner of the Investment Manager of Bay Harbour Master Ltd. 2007-12-17 /s/ Kurt Cellar 2007-12-17 /s/ Scott Sozio 2007-12-17 EX-99.1 2 v097494_ex99-1.txt EXHIBIT 99.1 (1) Bay Harbour Management, L.C. ("Bay Harbour") acts as investment advisor to several entities and managed accounts (collectively, the "Funds") that own the shares subject to this Form 4. As of December 17, 2007, the Funds held an aggregate of 1,912,992 shares of the Issuer's Common Stock (including the 1,347,000 shares reported on this Form 4 as held directly by Bay Harbour Master Ltd.), equal to approximately 23.1% of the total shares of the Issuer's Common Stock outstanding. On December 13, 2007, the Funds acquired an aggregate of 4,999.99 shares of the Issuer's Series A Convertible Preferred Stock (including the 3,506.55 shares reported on this Form 4 as held directly by Bay Harbour Master Ltd.). As investment advisor to the Funds, Bay Harbour has voting and investment control with respect to the securities held by the Funds. Bay Harbour disclaims beneficial ownership of all securities except to the extent of any pecuniary interest therein and this filing should not be deemed an admission of beneficial ownership for Section 16 purposes or any other purpose. (2) These securities are held by Bay Harbour Master Ltd., an investment fund for which Bay Harbour Management, L.C. acts as investment advisor. The 1,347,000 shares reported as beneficially owned by Bay Harbour Master Ltd. form part of the 1,912,992 shares held by the Funds. (3) Messrs. Cellar and Sozio do not own any securities for their own accounts, but they serve as directors of the Issuer. Mr. Sozio does not beneficially own any securities, but he is an employee of Bay Harbour Management, L.C. Mr. Cellar, under applicable SEC regulations, may be deemed to beneficially own the reported securities. Mr. Cellar and Mr. Sozio disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that Mr. Cellar or Mr. Sozio is the beneficial owner of the securities for purposes of Section 16 or for any other purpose. (4) The conversion price of the derivative securities listed in this Form 4, and the corresponding number of underlying securities, are subject to adjustment in accordance with the terms of set out in the Certificate of Powers, Designations, Preferences and Rights of the Series A Convertible Preferred Stock, as corrected pursuant to the Certificate of Correction filed on December 13, 2007. (5) N/A -----END PRIVACY-ENHANCED MESSAGE-----