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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
THE GRAND UNION COMPANY
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(Exact name of registrant as specified in its charter)
Delaware 22-1518276
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(State of incorporation or organization) (I.R.S. Employer
Identification no.)
201 Willowbrook Boulevard, Wayne, New Jersey 07470
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(Address of principal executive offices) (zip code)
Securities to be registered pursuant to Section 12(b) of the Act:
None
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Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $1.00 par value
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Series 1 Warrants
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Series 2 Warrants
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES
DESCRIPTION OF COMMON STOCK, $1.00 PAR VALUE.
The total number of shares of all classes of capital stock which the
Company has authority to issue is 40,000,000, consisting of 10,000,000 shares of
Preferred Stock, par value $1.00 per share, and 30,000,000 shares of Common
Stock, par value $1.00 per share. As of June 15, 1995, there were 10,000,000
shares of Common Stock outstanding, and there were no shares of Preferred Stock
outstanding. All 10,000,000 shares of outstanding Common Stock were issued by
the Company as debtor in possession under Chapter 11 of Title 11 of the United
States Code on June 15, 1995, the effective date (the "Effective Date") of the
Chapter 11 Plan referred to below, to holders on such date of the Company's
12-1/4% Senior Subordinated Notes, 12-1/4% Senior Subordinated Notes Series A
and 13% Senior Subordinated Notes in exchange for surrender and cancellation
of such notes pursuant to the Second Amended Chapter 11 Plan of The Grand Union
Company, dated April 19, 1995 (the "Chapter 11 Plan"). All of the outstanding
shares of Common Stock are fully paid and non-assessable.
Subject to the preferential rights of any series of Preferred Stock which
may be issued by the Company, and subject to any restrictions on the payment of
dividends imposed by (i) the Company's Amended and Restated Credit Agreement
dated as of the Effective Date among the Company, various lending institutions
and Bankers Trust Company, as Agent, and (ii) the Indenture dated as of the
Effective Date with respect to the Company's 12% Senior Notes due September 1,
2004, as the case may be, the holders of Common Stock will be entitled to such
ratable dividends (whether payable in cash, property or capital stock) as may be
declared from time to time by the board of directors of the Company from legally
available funds, property or stock, and will be entitled after payment of all
prior claims to receive pro rata all assets of the Company upon the liquidation,
dissolution or winding up of the Company. Holders of Common Stock have no
redemption, conversion or preemptive rights to purchase or subscribe for
securities of the Company. Any offer to redeem, purchase or reacquire any
shares of Common Stock by the Company must be made pro rata to all holders of
the Common Stock.
As set forth in the Company's Bylaws, except as required by law, the
holders of the Common Stock shall vote on all matters as a single class, and
each holder of the Common Stock shall be entitled to one vote for each share of
Common Stock that it owns. Holders of Common Stock do not have cumulative
voting rights.
The Company has no present intention to issue any of its unissued,
authorized shares of Preferred Stock. However, the issuance of any shares of
Preferred Stock in the future could
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adversely affect the rights of the holders of the Common Stock. At present,
there is no established trading market for the Common Stock.
Pursuant to the Chapter 11 Plan, the Company is obligated to use its
reasonable best efforts to cause the Common Stock to be listed on one or more
stock exchanges or quoted on the National Association of Securities Dealers
National Market System within 120 days after the Effective Date. The Company
plans to have the Common Stock listed on the National Market System.
DESCRIPTION OF THE SERIES 1 WARRANTS AND THE SERIES 2 WARRANTS
The Series 1 Warrants and Series 2 Warrants (collectively, the "Warrants")
of the Company grant to the holders of such Warrants the right upon exercise to
purchase Common Stock of the Company at the then applicable exercise price. The
Warrants were issued on the Effective Date pursuant to a Warrant Agreement dated
the Effective Date between the Company and American Stock Transfer & Trust
Company, as Warrant Agent (the "Warrant Agreement"), to holders on the Effective
Date of the 15% Senior Zero Coupon Notes due 2004 and 16-1/2% Senior
Subordinated Zero Coupon Notes due 2007 (collectively, the "Capital Notes") of
Grand Union Capital Corporation, the former parent corporation of the Company.
Upon, and in consideration of, the issuance of the Warrants, the Capital Notes
were canceled and any claim against the Company arising from the Capital Notes
was discharged.
The number of shares of Common Stock purchasable upon exercise of the
Warrants is one share of Common Stock per Warrant. Subject to certain
adjustments as provided in Article 6 of the Warrant Agreement.
The Series 1 Warrants consist of 300,000 Warrants with an exercise price of
$30 per share of Common Stock, and the Series 2 Warrants consist of 600,000
Warrants with an exercise price of $42 per share of Common Stock, both such
exercise prices being subject to certain adjustments pursuant to Article 6 of
the Warrant Agreement. The terms of the Series 1 Warrants and the Series 2
Warrants are otherwise substantially identical. Both series of Warrants expire
if unexercised at 5:00 p.m. on June 16, 2000.
Article 6 of the Warrant Agreement provides for an anti-dilution adjustment
of the amount of Common Stock issuable upon the exercise of any Warrant in the
event of a stock dividend, split-up, combination of shares, distribution to
shareholders, issuance of common stock for less than fair value, merger or
consolidation.
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If the Common Stock is listed on a national stock exchange or quoted on the
National Market System, the Company must use its best efforts to have the
Warrants listed or quoted on the same market. The Company plans to have the
Warrants listed on the National Market System.
The Company shall at all times reserve and keep available, free from
preemptive rights, out of its authorized but unissued Common Stock, solely for
issuance and delivery upon exercise of the Warrants, the full number of shares
of Common Stock issuable upon the exercise of the Warrants outstanding from
time to time.
ITEM 2. EXHIBITS
I. a. Common Stock Registration Rights Agreement among the Company and each
of the purchasers of Common Stock named therein, dated as of June 15,
1995, incorporated by reference to Exhibit No. 4.6 to The Grand Union
Company Report on Form 10-K for the fiscal year ended April 1, 1995
(Commission File No. 33-48282-01) (the "Grand Union 10-K").
b. Warrant Agreement between the Company and American Stock Transfer &
Trust Company, as Warrant Agent, dated June 15, 1995, incorporated by
reference to Exhibit No. 4.5 to the Grand Union 10-K.
II. N/A
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
The Grand Union Company
Date July 31, 1995 By /s/ Kenneth R. Baum
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Name: Kenneth R. Baum
Title: Senior Vice President and Chief
Financial Officer
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