Attached files
| file | filename |
|---|---|
| EX-2.1 - PENN TRAFFIC CO | v200645_ex2-1.htm |
| EX-99.1 - PENN TRAFFIC CO | v200645_ex99-1.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): October 29, 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)
|
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 CFR
240.14d-2(b))
|
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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
1.03. Bankruptcy or
Receivership
As previously disclosed, 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 are continuing to manage their properties
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
October 29, 2010, the Bankruptcy Court entered an order (the “Confirmation Order”)
confirming the Company’s Chapter 11 plan of liquidation (the “Plan”). The
Company anticipates that the effective date of the Plan (the “Effective Date”) will
be on or about November 1, 2010, provided certain conditions discussed below
have been satisfied or waived. The complete text of the Plan and the
Confirmation Order are attached hereto as Exhibits 2.1 and 99.1,
respectfully.
Summary
of Plan
The following is a summary of the
material terms of the Plan, as confirmed by the Bankruptcy Court. The
summary is qualified in its entirety by reference to the Plan, a copy of which
is attached hereto as Exhibit 2.1. Capitalized terms used but not
defined herein have the meanings given to them in the Plan.
The Effective Date of the Plan will be
the day that each of the following conditions have been satisfied or waived: (a)
all actions, documents, and agreements necessary to implement the Plan and all
transactions described in the Plan shall have been effected or executed, as
applicable and (b) the Confirmation Order shall not have been
stayed.
The Plan is a liquidating plan that
provides, among other things, for the liquidation of the Debtors’ remaining
assets by a Plan Administrator and for the satisfaction of all Allowed
Claims. All existing Equity Interests in the Company will be canceled
and extinguished and holders thereof will receive no distributions under the
Plan.
The Plan Administrator will reduce the
assets of the Debtors to cash and distribute the cash first in full payment of
any and all Allowed Administrative Claims, Allowed Professional Compensation
Claims and Priority Tax Claims. The remaining balance of Estate
Property will be distributed in accordance with the terms of the
Plan. Each of the Debtors will be dissolved after liquidation is
complete.
Share
Information
As of the Effective Date, (i) the Plan
Administrator shall be authorized to take all actions reasonably necessary to
distribute Estate Property and dissolve the Debtors under applicable law and
(ii) all of the Company’s Equity Interests, including its common stock, will be
cancelled and extinguished without consideration. No shares of the
Company are being reserved for future issuance in respect of claims and
interests filed or allowed under the Plan; provided, however, the Plan
Administrator will receive and hold one share of Company common stock for the
purpose of maintaining the Company’s corporate existence pending
dissolution.
Additional information regarding the
Debtors' bankruptcy cases, including access to court documents and other general
information, is available to the public at
http://www.donlinrecano.com/cases/caseinfo/penn3. Information
contained on, or that can be accessed through, this website is not part of this
report.
Item
3.03 Material Modification to the Rights of Security
Holders
Pursuant to the Plan, all outstanding
Equity Interests of the Company, including but not limited to all outstanding
shares of common stock, options, warrants or contractual or other rights to
acquire any Equity Interests, shall be cancelled and extinguished as of the
Effective Date.
Item
9.01 Financial Statements and
Exhibits.
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Exhibit No.
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Exhibit
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2.1
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Third
Amended Chapter 11 Plan of Liquidation of The Penn Traffic Company, et
al., as confirmed by the Bankruptcy Court on October 29,
2010
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|
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99.1
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Confirmation
Order
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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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||||
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By:
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/s/ Susan D. Watson
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|||
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Name:
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Susan
D. Watson
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|||
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Title:
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Plan
Administrator
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|||
Date:
November 2, 2010