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): January 25, 2010
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)
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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)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
8.01. Other
Events
As previously disclosed, on November
18, 2009 (the “Petition Date”), The
Penn Traffic Company (the “Company”) and each of
its direct and indirect subsidiaries, including Penny Curtiss Baking Company,
Inc. and Big M Supermarkets, Inc. (collectively, the “Debtors”) filed
voluntary petitions for relief under Chapter 11 of the United States 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.
On January 7, 2010, the Company
entered into an Asset Purchase Agreement (the “Agreement”) with Tops
Markets, LLC (“Tops”) pursuant to
which the Company has agreed to sell Tops substantially all the assets of the
Company (the “Company’s
Business”). The Agreement was filed as Exhibit 2.1 to our
Current Report on Form 8-K filed on January 12, 2010. On January 25,
2010, the Bankruptcy Court approved the Agreement. The Company
expects that the closing of the sale of the Company’s Business under the Asset
Purchase Agreement (the “Closing”) will take
place no later than January 29, 2010. The Company currently believes
that after the Closing and the Company's repayment of its creditors to the
extent it has available funds, none of its assets will remain available for
distribution to its stockholders. The Company intends to propose and
have its Chapter 11 plan of liquidation confirmed by the Bankruptcy Court later
in 2010.
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.
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THE
PENN TRAFFIC COMPANY
(Registrant)
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By:
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/s/
Daniel J. Mahoney
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Name:
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Daniel
J. Mahoney
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Title:
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SVP,
General Counsel
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Date:
January 26, 2010