Attached files
| file | filename |
|---|---|
| EX-2.1 - PENN TRAFFIC CO | v169451_ex2-1.htm |
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): December 15, 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
1.01. Entry into a
Material Definitive Agreement.
As
previously disclosed, on November 18, 2009, The Penn Traffic 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 are continuing to manage their properties
and operate their businesses as “debtors-in-possession” under the jurisdiction
of the Bankruptcy Court and no trustee or examiner has been appointed in the
Company’s case.
New Asset Purchase Agreement
with Price Chopper
On December 15, 2009, the Company, as
successor to P & C Food Markets, Inc. entered into an asset purchase
agreement with Price Chopper Operating Co., Inc. (“Price Chopper”)
pursuant to which the Company has agreed to sell Price Chopper substantially all
the assets used in the operation of 22 of the Company’s retail stores (the
“PC Stores”),
in exchange for $54.0 million (the “Purchase Price”) and
the assumption of certain liabilities associated with these operations (the
“Asset Purchase
Agreement”). The Asset Purchase Agreement supersedes the
Company’s prior asset purchase agreement with Price Chopper, dated December 4,
2009, for the sale of assets used in operating 4 of the Company’s retail stores,
which stores are included in the PC Stores. The Asset Purchase
Agreement is subject to approval by the Bankruptcy Court, which has scheduled a
hearing on the agreement for January 8, 2010. Price Chopper made a
$5,400,000 deposit toward the purchase price on December 16, 2009 pursuant to
the Asset Purchase Agreement. Price Chopper and the Company have made
customary representations, warranties and covenants in the Asset Purchase
Agreement, including, among others, a covenant by the Company to operate the PC
Stores’ business in the ordinary course during the performance of the Asset
Purchase Agreement. Price Chopper may terminate the Asset Purchase
Agreement if Price Chopper is a party to a joint bid for the acquisition of the
Debtors’ assets, including the PC Stores, and that joint bid is accepted by the
Company and approved by the Bankruptcy Court, and upon such termination Price
Chopper would be entitled to the return of its deposit. The Asset
Purchase Agreement may also be terminated by either the Company or Price Chopper
upon the occurrence of other specified events.
The
foregoing description of the terms of the Asset Purchase Agreement is qualified
in its entirety by reference to the Asset Purchase Agreement, which is filed
herewith as Exhibit 2.2.
The
Asset Purchase Agreement has been included to provide securityholders with
information regarding its terms. This was not intended to provide any
other factual information about the Debtors. The representations,
warranties and covenants contained in the Asset Purchase Agreement were made
only for purposes of such agreement and as of specific dates, were solely for
the benefit of the parties to such agreement, and may be subject to limitations
agreed upon by the contracting parties, including being qualified by
confidential disclosures exchanged between the parties in connection with the
execution of such agreement. The representations and warranties in
the Asset Purchase Agreement may have been made for the purposes of allocating
contractual risk between the parties to such agreement instead of establishing
these matters as facts, and may be subject to standards of materiality
applicable to the contracting parties that differ from those applicable to
investors.
Item
9.01 Financial Statements and
Exhibits.
|
Exhibit
No.
|
Exhibit
|
|
2.1
|
Asset
Purchase Agreement
|
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:
December 18, 2009