8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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): November 18, 2009

THE PENN TRAFFIC COMPANY

(Exact Name of Registrant as Specified in its Charter)

Delaware (State or Other Jurisdiction of Incorporation) 0-8858 (Commission File Number) 25-0716800 (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)

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):

¨           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 CFR240.14d-2(b))

¨           Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.03.  Bankruptcy or Receivership.

On November 18, 2009, The Penn Traffic Company (the “Company”), and each of its direct and indirect subsidiaries, including Penny Curtiss Baking Company, Inc. (“PCBC”) and Big M Supermarkets, Inc. (together with the Company and PCBC, the “Debtors”) filed voluntary petitions (the “Chapter 11 Petitions”) for relief under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”).  The Debtors will continue to manage their properties and operate their businesses as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code.  No trustee or examiner has been appointed in the Company’s case in the Bankruptcy Court.  The Chapter 11 Petitions state that as of November 18, 2009, the Company’s total assets are $150.4 million, and its total liabilities are $136.9 million.

In connection with the Chapter 11 Petitions, the Debtors have requested the Bankruptcy Court’s authorization of an arrangement under which, among other things, the Debtors’ senior secured lenders consent to the Debtors using their cash collateral to a limited extent in order to fund and obtain letters of credit for ongoing operations.  As part of the arrangement, the Debtors have agreed to commence a process to sell all or substantially all of their assets, and expect to present offers for the sale of the Company’s assets to the Bankruptcy Court for approval by January, 2010.  The Company expects the Bankruptcy Court to schedule a hearing on the arrangement on November 19, 2009.

On November 18, 2009 we issued a press release, a copy of which is attached hereto as Exhibit 99.1, announcing that in order to ensure sufficient liquidity to maintain ongoing operations in light of current lender defaults, the Debtors had filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code in order to facilitate an orderly sale of its stores and other assets with the consent of its senior secured lenders.

Item 2.04. Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off- Balance Sheet Arrangement.

As previously disclosed in the Current Report on Form 8-K filed on November 4, 2009, on October 30, 2009, the agent for the lenders under the Debtors’ senior revolving credit agreement (the “Revolving Loan Agreement”) notified the Company that events of default had occurred and continue to exist under the terms of the Revolving Loan Agreement and had entered into a forbearance agreement with such agent and lenders (the “Senior Lender Forbearance Agreement”).  As previously disclosed in the Current Report on Form 8-K filed on November 12, 2009, on November 5, 2009, the agent for the lenders under the Debtors’ supplemental credit agreement (the “Supplemental Loan Agreement”) notified the Company that events of default had occurred and continue to exist under the terms of the Supplemental Loan Agreement and had entered into a forbearance agreement with such agent and lenders (the “Supplemental Lender Forbearance Agreement”).

The filing of the Chapter 11 Petitions described in Item 1.03 constitute events of default under the Revolving Loan Agreement and the Supplemental Loan Agreement, and terminated the obligations of the lenders under these agreements to forbear from exercising their rights due to other specified events of default under these agreements.  As a result, all of the Debtors’ obligations have become immediately due and payable under the Revolving Loan Agreement and Supplemental Loan Agreement.  The Company believes that any efforts to enforce such obligations are stayed as a result of the filing the Chapter 11 Petitions with the Bankruptcy Court.

The information set forth in Items 1.03 and 8.01 is incorporated by reference in this Item 2.04.

Item 8.01.  Other Events.

The events of default described under Item 2.04 above may constitute an event of default or otherwise trigger repayment obligations under the express terms of certain instruments other than the Revolving Loan Agreement and Supplemental Loan Agreement relating to direct financial obligations of the Debtors (the “Debt Documents”).  As a result of such an event of default or triggering event, all obligations of the Debtors under the Debt Documents would be the terms of the Debt Documents have or may have become automatically and immediately due and payable.  The Company believes that any efforts to enforce such payment obligations under the Debt Documents are stayed as a result of the filing of the Chapter 11 Petitions in the Bankruptcy Court.

Item 9.01  Financial Statements and Exhibits.

Exhibit No.	Exhibit
99.1	Press Release, dated November 18, 2009

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

THE PENN TRAFFIC COMPANY
(Registrant)
By:	/s/ Daniel J. Mahoney
	Name:	Daniel J. Mahoney
	Title:	SVP, General Counsel

Date: November 18, 2009

EX-99.1

FOR IMMEDIATE RELEASE

November 18, 2009

PENN TRAFFIC VOLUNTARILY FILES TO REORGANIZE UNDER CHAPTER 11

TO FACILITATE AN ORDERLY SALE OF ASSETS WHILE THE COMPANY

CONTINUES TO OPERATE ITS STORES

SYRACUSE, N.Y. – The Penn Traffic Company (OTC: PTFC) and its primary subsidiaries filed voluntary petitions for protection under Chapter 11 of the U.S. Bankruptcy Code on November 18, 2009.

In order to ensure sufficient liquidity to maintain ongoing operations in the face of current lender defaults, Penn Traffic’s board of directors determined that the interests of the company’s creditors and other stakeholders would be best served by seeking Chapter 11 bankruptcy protection to facilitate an orderly sale of its stores and other assets with the consent of its senior secured lenders.

“Our P&C, Quality and BiLo supermarkets remain open for business to serve our customers and communities,” President and Chief Executive Officer Gregory J. Young said.  “We intend to continue to work closely with our vendor partners to provide the fresh products and good value that our customers have come to expect from our stores.”

The company will continue to manage its properties and operate as “debtors-in-possession” under the jurisdiction of the U.S. Bankruptcy Court for the District of Delaware and in accordance with the applicable provisions of the Bankruptcy Code.

In connection with the petition, Penn Traffic filed a motion seeking the Bankruptcy Court’s approval of, among other things, a consensual cash collateral arrangement with its senior secured lenders to allow it to have sufficient liquidity to maintain normal business operations during the sale process.  The Company expects to present this arrangement to the Bankruptcy Court for approval at a court hearing anticipated for Thursday, November 19, 2009.

Vendor partners, other creditors and other stakeholders may obtain additional information related to this announcement later today at www.donlinrecano.com/penntraffic.

About Penn Traffic

The Penn Traffic Company owns and operates supermarkets under the P&C, Quality and BiLo trade names in Upstate New York, Pennsylvania, Vermont and New Hampshire.  Headquartered in Syracuse, N.Y., Penn Traffic’s conventional supermarkets offer value pricing, fresh and local products, and full-service stores in convenient neighborhood locations.  The regional retailer’s P&C Fresh supermarkets combine all the features of conventional-format stores with gourmet, premium and store-made fresh products, as well as ready-to-eat foods, easy-to prepare meals and expanded natural and organic product offerings.  Retail supermarkets and consumers became Penn Traffic’s primary focus with the sale of its wholesale business segment during fiscal 2009.  More information on the company may be found at www.penntraffic.com.

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Forward Looking Statements

This press release contains forward-looking statements, within the meaning of 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 preceded by, followed by or that include words such as “believe”, “anticipate”, “estimate”, “expect”, “could”, “may”, 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: risk factors set forth in the company’s annual report on Form 10-K for the fiscal year ended January 31, 2009; general economic and business conditions; economic and competitive uncertainties; 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 our indebtedness; 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; 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; the ability of the company to pursue strategic alternatives; 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.  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, 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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FOR PENN TRAFFIC:

Jeffrey Schoenborn of Travers Collins & Company Investor Relations, 716.842.2222, jschoenborn@traverscollins.com.

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