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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
COMMISSION FILE NUMBER: 1-6814
NOTIFICATION OF LATE FILING
(Check One): [ ] Form 10-K [ ] Form 20-F [ ]Form 11-K
[X] Form 10-Q [ ] Form N-SAR
For Period Ended: October 2, 1999
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[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended: _____________________________________________
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Read Instructions (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commissions has
verified any information contained herein.
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If the notification relates to a portion of the filing checked above, identify
the item(s) to which the notification relates:
PART 1 REGISTRANT INFORMATION
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Big V Supermarkets, Inc.
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Full Name of Registrant:
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Former Name if Applicable
176 North Main Street
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Address of Principal Executive Office (Street and Number)
Florida, New York 10921
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City, State and Zip Code
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PART II RULES 12B-25(b) AND (c)
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If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
(a) The reasons described in reasonable detail in Part III of this form could
not be eliminated without unreasonable effort or expense;
(b) The subject annual report, semi-annual report, transition report on Form
10-K, Form 20-F, 11-K, Form N-SAR, or portion thereof, will be filed on or
[X] before the fifteenth calendar day following the prescribed due date; or the
subject quarterly report of transition report on Form 10-Q, or portion
thereof will be filed on or before the fifth calendar day following the
prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule 12b-25(c) has
been attached if applicable.
PART III NARRATIVE
State below in reasonable detail the reasons why the Form 10-K, 11-K, 10-Q, N-
SAR, or the transition report or portion thereof, could not be filed within the
prescribed time period. (Attach Extra sheets if Needed)
Big V Supermarkets, Inc. (the "Company") could not complete the electronic
filing of its Quarterly Report on Form 10-Q for the fiscal quarter ended October
2, 1999 (the "Form 10-Q") by the prescribed filing date of November 16, 1999
without unreasonable effort or expense as a result of the following:
Big V Supermarkets Inc. is a member of Wakefern Food Corp., ("Wakefern") the
largest cooperative food wholesaler in the United States and owner of the
ShopRite trademark.
The key personnel responsible for the preparation of the Company's filings with
the SEC had their attention and efforts directed by executive management of the
Company to the following tasks associated with the Company's acquisition of
ShopRite of Pennington, Inc.:
a. Significant due diligence and contract negotiation procedures related to
the acquisition of another Wakefern member (ShopRite of Pennington, Inc.)
b. Investigating a complete refinancing of the Company's existing debt
structure which included assessing the viability of a private placement
offering and early extinguishment of the Company's public notes at a
significant early redemption premium. Based upon the then current market
conditions, the Company concluded that a complete refinancing would not
have a positive impact on its current or future operations [and would not
be in the best interest of its noteholders.] Based upon this conclusion,
the Company refocused its resources to obtain additional bank debt to
finance the acquisition of ShopRite of Pennington, Inc.
c. Investigating the permissibility of additional bank debt through
discussions with the creditors noted below as the additional debt is
restricted by the Company's:
1. $80,000,000 11% Senior Subordinated Notes due 2004. The Notes
are registered pursuant to the Securities Act of
1933.
2. $20,000,000 14.14% Senior Subordinated Notes due 2001.
3. $95,000,000 Existing bank debt commitment comprised of Tranche
A: $10,000,000; Tranche B: $60,000,000; and
revolving loans: $25,000,000.
d. The Company had to obtain approval for the acquisition of ShopRite of
Pennington, Inc. from Wakefern's Board of Directors. Company executives met
with Wakefern at which time the Wakefern Board approved the acquisition
contingent upon the Company obtaining adequate financing and closing on or
before November 15, 1999. If the transaction had not been consummated prior
to November 15, 1999, Wakefern's Board of Directors had the authority to
rescind their prior decision and disallow the acquisition. Accordingly,
time was of the essence and performing all of the necessary steps noted
above to consummate the acquisition was given the highest priority within
the Company. The acquisition was closed on November 12, 1999.
As a result of the items noted above the Company has been unable to complete the
Form 10-Q for the Quarter ended October 2, 1999 without unreasonable effort or
expense.
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PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
James A. Toopes, Jr. 914 651-4411
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If answer is no,
identify report(s). [X] Yes [ ] No
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(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statement to be included in the subject report or portion thereof?
[X] Yes [ ] No
If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
See Annex A hereto.
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Big V Supermarkets,Inc.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date 11/17/99
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By /s/ James A. Toopes, Jr.
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Vice Chairman, Chief
Financial & Administrative Officer
Annex A
For the reasons stated in Part III to this Form 12b-25, the consolidated
financial statements of the Company for the 16-week period ended October 2, 1999
have not been completed. The Company, however, expects to report in its Form
10-Q, with respect to the 16-weeks ended October 2, 1999, sales of $253.4
million and a loss before income tax benefit of $5.7 million which includes an
$8.5 million restructuring charge. Comparable amounts from the 16-weeks ended
October 3, 1998 were sales of $251.0 and income before taxes of $2.9 million.
