Attached files
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EX-99.1 - PENN TRAFFIC CO | v199735_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 22, 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
CFR240.14d-2(b))
|
¨
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
Item
8.01. Other
Events
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. The
Company currently believes that after 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 Bankruptcy Court
has scheduled the hearing on the Company's plan of liquidation for October 27,
2010. If the plan is confirmed, the plan is anticipated to become effective
within a few weeks.
On October 22, 2010, the Debtors filed
their monthly operating report for the month ended September 25, 2010 (the
“Monthly Operating
Report”) with the Bankruptcy Court. The Monthly Operating Report is
attached hereto as Exhibit 99.1 and is incorporated herein by reference. This
current report (including the exhibit hereto) shall not be deemed an admission
as to the materiality of any information required to be disclosed solely by
Regulation FD.
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.
Limitation
on Incorporation by Reference
In accordance with General Instruction
B.2 of Form 8-K, the information with respect to the Debtors in this Item 8.01
shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or
otherwise subject to the liabilities of that section, nor shall such information
be deemed incorporated by reference in any filing under the Securities Act of
1933, as amended, except as shall be expressly set forth by specific reference
in such a filing.
Cautionary
Statement Regarding Financial and Operating Data
The Company cautions investors and
potential investors not to place undue reliance upon the information contained
in the Monthly Operating Report, which was not prepared for the purpose of
providing the basis for an investment decision relating to any of the securities
of the Company.
The Monthly Operating Report contains
unaudited financial information which has not been reviewed by independent
accountants and is in a format prescribed by applicable bankruptcy laws.
The financial information related to the Debtors included in the Monthly
Operating Report is limited in scope, and has been prepared solely for the
purpose of complying with the monthly reporting requirements of the Office of
the United States Trustee, Region 3, and the Bankruptcy Court. As a
result, the financial information contained in the Monthly Operating Report is
not presented in accordance with generally accepted accounting principles
(“GAAP”) or
Securities and Exchange Commission (“SEC”) regulations
applicable to financial statements contained in periodic reports filed with the
SEC. Preparation of the Debtors’ financial statements in accordance with
GAAP could result in material reconciliations and adjustments to certain
financial information presented in the Monthly Operating Report.
There can be no assurance that, from
the perspective of an investor or potential investor in the Company’s
securities, the Monthly Operating Report is complete. The Monthly
Operating Report contains information for periods that are shorter or otherwise
different from those required in the Company’s reports pursuant to the Exchange
Act, and such information might not be indicative of the Company’s financial
condition or operating results for the period that would be reflected in the
Company’s financial statements or in its reports pursuant to the Exchange
Act. Results set forth in the Monthly Operating Report should not be
viewed as indicative of future results.
Cautionary
Statement Regarding Forward-Looking Statements
This current report on Form 8-K and
exhibit hereto contain forward-looking statements. Actual results may differ
materially from the results suggested by these forward-looking statements, for a
number of reasons, including, but not limited to (i) the impact of the Debtors’
bankruptcy filings, (ii) illiquidity of the Company’s securities and the
volatility of the Company’s share prices, (iii) the impact of the actions and
decisions of the Company’s creditors and other third parties with interests in
the Bankruptcy Petitions, (iv) asset impairments, asset dispositions,
restructuring activities, contract terminations and rejections and claims
assessments that may significantly impact the Company’s consolidated financial
statements and (v) any inability on the part of the Company to retain and
motivate management and key employees. Readers are referred to the
Company’s Quarterly Report on Form 10-Q filed on December 21, 2009, and Annual
Report on Form 10-K, filed on April 21, 2009, and the other documents filed
by the Company with the Securities and Exchange Commission, which further
identify the important risk factors that could cause actual results to differ
materially from the forward-looking statements in this current report on Form
8-K and the exhibit hereto. The Company disclaims any obligations to
update any forward-looking statements.
Item
9.01 Financial Statements and
Exhibits.
Exhibit No.
|
Exhibit
|
|
99.1
|
|
Monthly
Operating Report for the month ended September 25, 2010, filed with the
United States Bankruptcy Court for the District of
Delaware.
|
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/
Eric J. Sattler
|
|||
Name:
|
Eric
J. Sattler
|
|||
Title:
|
VP
of Finance, Interim
CFO
|
Date:
October 22, 2010