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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) June 15, 1995
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THE GRAND UNION COMPANY
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(Exact Name of Registrant as Specified in Charter)
Delaware 33-48282-01 22-1518276
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
201 Willowbrook Boulevard, Wayne, New Jersey 07470-0966
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (201) 890-6000
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(Former name or former address, if changed since last report)
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Item 1. CHANGE IN CONTROL OF REGISTRANT
Pursuant to an order entered on May 31, 1995, by the United
States Bankruptcy Court for the District of Delaware in the case
styled IN RE: THE GRAND UNION COMPANY ALSO D/B/A BIG STAR, Chapter
11 Case No. 95-84 (PJW), confirming the Second Amended Chapter 11
Plan of Reorganization of The Grand Union Company ("Grand Union" or
the "Company"), dated April 19, 1995, as modified (the "Plan"), the
Plan was consummated, and the Effective Date, as defined therein,
occurred, on June 15, 1995. In accordance with the terms of the
Plan, all the shares of capital stock of Grand Union outstanding
prior to the Effective Date, which were held by Grand Union Capital
Corporation ("Capital"), were cancelled as of the Effective Date, and
the holders of claims for the principal of and interest on the senior
subordinated indebtedness of Grand Union became entitled to receive
10,000,000 shares of new common stock of Grand Union, par value $1.00
per share (the "New Common Stock"), in satisfaction of such claims.
Such shares were issued to the Company's exchange agent, IBJ Schroder
Bank & Trust Co. (the "Exchange Agent"), which is currently in the
process of distributing the New Common Stock to holders of such
claims. Such shares constitute all the capital stock of Grand Union
outstanding as of the date hereof.
In addition, series 1 warrants and series 2 warrants (the
"Series 1 Warrants" and the "Series 2 Warrants", respectively, and,
collectively, the "Warrants") to purchase, in aggregate, 900,000
shares of the New Common Stock were issued to the Exchange Agent for
distribution in satisfaction of claims held by certain securities
holders of Capital.
Although the distribution of New Common Stock and Warrants
is not complete, based upon information the Company has received from
the persons or entities involved, the persons, entities or groups
which would, after the completion of the distribution of securities
to be distributed pursuant to the Plan, be entitled to own
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beneficially more than five percent of the voting New Common Stock,
include the following persons.
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<CAPTION>
Percentage of
Number of Shares Outstanding
Name and Address of New Common Stock Shares of New
of Beneficial Holder Beneficially Owned(1) Common Stock(2)
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<S> <C> <C>
Putnam Investment Management........ 3,258,633(3)(4) 32.53%
One Post Office Square
Boston, MA 02109
Putnam High Yield Trust............. 1,688,769(5) 16.89%
c/o Putnam Investment Management
One Post Office Square
Boston, MA 02109
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(1) Due to the treatment of fractional interests in New Common Stock
and Warrants, these numbers are approximate until completion of
the exchanges provided for under the Plan.
(2) For purposes of the computation of percentages of New Common
Stock ownership, a holder is deemed to own beneficially all
shares which may be acquired by such holder upon exercise of
Warrants held by such holder and such shares are deemed to be
outstanding, but no shares of New Common Stock which may be
acquired by any other holder upon exercise of Warrants held by
such other holder are deemed to be outstanding.
(3) Includes 6,026 shares of New Common Stock issuable upon exercise
of Series 1 Warrants, and 12,051 shares exercisable upon
exercise of Series 2 Warrants.
(4) Shares of New Common Stock beneficially held by Putnam
Investment Management are as a result of the holdings of various
investment funds and other institutional investors for which
Putnam Investment Management or affiliated entities act as
investment advisors. These shares of New Common Stock include
the shares held by Putnam High Yield Trust and Putnam
Diversified Income Fund, whose holdings are also separately
reported in the table. See Notes (5) and (6).
(5) These shares of New Common Stock are also beneficially owned by
Putnam Investment Management. See Note (4) above.
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<TABLE>
<S> <C> <C>
Putnam Diversified Income Fund...... 546,560(6) 5.46%
c/o Putnam Investment Management
One Post Office Square
Boston, MA 02109
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(6) Includes 2,352 shares of New Common Stock issuable upon exercise
of Series 1 Warrants, and 4,704 shares of New Common Stock
issuable upon exercise of Series 2 Warrants. All of the shares
held by Putnam Diversified Income Fund are also beneficially
owned by Putnam Investment Management. See Note (4) above.
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The Registrant is not aware of any arrangement the
operation of which may at a subsequent date result in a change in
control of the Registrant.
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SIGNATURES
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 thereunto duly authorized.
THE GRAND UNION COMPANY
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(Registrant)
Date: June 29, 1995 /s/ Kenneth R. Baum
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Kenneth R. Baum
Senior Vice President,
Chief Financial Officer
and Secretary (Principal
Financial Officer and
Principal Accounting Officer)
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