<PAGE>
As filed with the Securities and Exchange Commission on March 1, 1996
Registration No. 33- 62353
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________________
THE GRAND UNION COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 22-1518276
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
201 WILLOWBROOK BOULEVARD
WAYNE, NEW JERSEY 07470-0966
(ADDRESS, OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)
KENNETH R. BAUM
The Grand Union Company
201 Willowbrook Boulevard
Wayne, New Jersey 07470-0966
(201) 890-6000
(NAME AND ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE
NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
__________________
Please send copies of all communications to:
WINTHROP G. MINOT, ESQUIRE
Ropes & Gray
One International Place
Boston, Massachusetts 02110
(617) 951-7000
Approximate date of commencement of proposed sale to the public: From time
to time after the effectiveness of the Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. / /
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. /X/
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until this Registration
Statement shall become effective on such date as the Securities and Exchange
Commission, acting pursuant to said Section 8(a), may determine.
==============================================================================
<PAGE>
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED MARCH 1, 1996
PROSPECTUS THE GRAND UNION COMPANY
COMMON STOCK 12% SENIOR NOTES DUE SEPTEMBER 2004
3,243,826 SHARES $178,373 PRINCIPAL AMOUNT
_______________
This Prospectus covers the resale by certain holders (the "Selling
Securityholders") of up to 3,243,826 shares of Common Stock (the "Common
Stock") and $178,373 principal amount of 12% Senior Notes due September 1,
2004 (the "Senior Notes" and, collectively with the Common Stock offered
hereby, the "Offered Securities") of The Grand Union Company (the "Company" or
"Grand Union"). Grand Union will not receive any proceeds from the sales of
the Offered Securities by the Selling Securityholders.
The Senior Notes constitute unsecured obligations of the Company and
would be subordinate to any existing or future secured indebtedness of the
Company including, without limitation, the Company's existing bank credit
facility in an aggregate principal amount of $204 million. The Company does
not presently have outstanding, nor does it have any current arrangements to
issue, any significant indebtedness which would be subordinate to the Senior
Notes, and it is prohibited from doing so under its existing bank credit
facility. The Senior Notes will mature on September 1, 2004 and accrue
interest beginning September 1, 1995 at the rate of 12% per annum, payable
semi-annually on March 1 and September 1, beginning March 1, 1996. The
Senior Notes are not redeemable at the option of the Company prior to
September 1, 2000, except that up to 33-1/3 % of the principal amount of Senior
Notes may be redeemed upon the payment of a premium ranging from 103% to 106%
of the principal amount thereof plus accrued and unpaid interest to the
redemption date with the proceeds of one or more issuances of equity
securities prior to September 1, 1998. The Senior Notes are redeemable, in
whole or in part, at the option of Grand Union, at any time, upon not less
than 30 nor more than 60 days notice, on or after September 1, 2000 at
redemption prices commencing at 104% of the principal amount thereof plus
accrued and unpaid interest to the redemption date on September 1, 2000 and
reducing to the principal amount thereof commencing September 1, 2002 plus
accrued and unpaid interest to the redemption date.
As of February 29, 1996, the closing price of the Common Stock on the
NASDAQ National Market System was $6 1/16. Although the Senior Notes are not
currently listed on an exchange, the New York Stock Exchange has authorized
the listing of the Senior Notes subject to the effective registration of the
Senior Notes under the Securities Exchange Act of 1934 (which registration
has been requested to become effective simultaneously with the Registration
Statement of which this Prospectus is a part). However, in view of the
Company's recent emergence from bankruptcy, there can be no assurance that an
active public market for the Common Stock or Senior Notes will develop or
continue for the life of such securities.
SEE RISK FACTORS FOR A DESCRIPTION OF CERTAIN RISKS WHICH SHOULD BE
CONSIDERED IN CONNECTION WITH AN INVESTMENT IN THE COMMON STOCK OR SENIOR
NOTES.
_______________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURI-
TIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTA-
TION TO THE CONTRARY IS A CRIMINAL OFFENSE.
_________________
The Selling Securityholders named herein directly, through agents to be
designated from time to time, or through dealers or underwriters also to be
designated, may sell the Offered Securities from time to time in one or more
transactions, on the New York Stock Exchange (in the case of the Senior
Notes), on the National Market System of the NASD (in the case of the Common
Stock), and otherwise in the over-the-counter market and in negotiated
transactions, on terms to be determined at the time of sale. To the extent
required, the specific Offered Securities to be sold, the names of the
Selling Securityholders, the respective purchase prices and public offering
prices, the names of any such agent, dealer or underwriter, and any
applicable commissions or discounts with respect to a particular offer will
be set forth in any accompanying Prospectus Supplement or, if appropriate, a
post-effective amendment to the Registration Statement of which this
Prospectus is a part. See "Plan of Distribution". By agreement, the Company
will pay all the expenses of the registration of the Offered Securities by
holders thereof other than underwriting discounts and commissions and
transfer taxes, if any. Such expenses to be borne by the Company are
estimated at $66,000.
The Selling Securityholders and any broker-dealers, agents or
underwriters that participate with the Selling Securityholders in the
distribution of the Offered Securities may be deemed to be "underwriters"
within the meaning of the Securities Act of 1933, as amended (the "1933
Act"), and any commissions received by them and any profit on the resale of the
Offered Securities purchased by them may be deemed underwriting commissions
or discounts under the 1933 Act.
_________________
The date of this Prospectus is March 1, 1996.
<PAGE>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement
becomes effective. This prospectus shall not constitute an offer to sell or
the solicitation of an offer to buy nor shall there be any sale of these
securities in any State in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of
any such State.
<PAGE>
AVAILABLE INFORMATION
Grand Union is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "1934 Act"), and, in
accordance therewith, files periodic reports and other information with the
Securities and Exchange Commission (the "Commission").
Grand Union has filed with the Commission a Registration Statement (of
which this Prospectus is a part) under the 1933 Act with respect to the
Offered Securities. This Prospectus does not contain all of the information
set forth in the Registration Statement. Certain portions of the Registration
Statement have been omitted as permitted by the rules and regulations of the
Commission. Statements made in this Prospectus as to the contents of any
contract, agreement, or other document are not necessarily complete. With
respect to each such contract, agreement or document filed as an exhibit to
the Registration Statement, reference is hereby made to such exhibit for a
more complete description of the matter involved and each such statement
shall be deemed qualified in its entirety by such reference.
The Registration Statement, the exhibits and schedules thereto, and the
reports and other information filed by Grand Union with the Commission may be
inspected at the public reference facilities maintained by the Commission at
Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549
and at the regional offices of the Commission located at 7 World Trade
Center, 13th Floor, New York, New York 10048; and Northwestern Atrium Center,
500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511. Copies of
all or any part of such materials also may be obtained from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549 at prescribed rates.
The Common Stock is traded on the National Association of Securities
Dealers ("NASD") National Market System under the symbol GUCO. Reports and
other information concerning the Company may be inspected at the National
Association of Securities Dealers, Inc., 1725 K Street, N.W., Washington,
D.C. 20006. The Company plans to list the Senior Notes on the New York Stock
Exchange, and has applied to have such listing become effective prior to or
simultaneously with the Registration Statement of which this Prospectus is a
part.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents previously or simultaneously filed with the
Securities and Exchange Commission (the "Commission") by the Company are
incorporated herein by reference and made a part hereof:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
April 1, 1995.
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
July 22, 1995.
(c) The Company's Quarterly Report on Form 10-Q for the quarter ended
October 14, 1995.
(d) The Company's Quarterly Report on Form 10-Q for the quarter ended
January 6, 1996.
(e) The description of the Company's Common Stock, contained in the
Company's Registration Statement on Form 8-A, including any amendment
or report filed for the purpose of updating such description.
(f) The description of the Company's Senior Notes, contained in the
Company's Registration Statement on Form 8-A, including any amendment
or report filed for the purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to Section 13(a),
Section 13(c), Section 14 and Section 15(d) of the Exchange Act after the
date of this Prospectus prior to the termination of the offering shall be
deemed incorporated herein by reference from the date of filing of such
documents.
The Company will provide without charge to each person to whom this
Prospectus is delivered, upon the written or oral request of such person, a
copy of any or all of the documents that have been incorporated by reference
in this Prospectus,
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<PAGE>
other than exhibits to such documents. Such documents may be obtained by
writing to The Grand Union Company, Investor Relations, 201 Willowbrook
Boulevard, Wayne, New Jersey 07470-0966, or by calling (201) 890-6000.
No person has been authorized to give any information or to make any
representations other than those contained or incorporated by reference in
this Prospectus in connection with the offer contained in this Prospectus,
and, if given or made, such information or representations must not be relied
upon as having been authorized by the Company. This Prospectus relates
solely to the Offered Securities and it may not be used or relied on in
connection with any other offer or sale of securities of the Company. Neither
the delivery of this Prospectus nor any sale made hereunder shall, under any
circumstances, create any implication that there has been no change in the
affairs of the Company since the date hereof. This Prospectus does not
constitute an offer or solicitation in any state in which, or to any person
to whom, it is unlawful to make such offer or solicitation.
THE GRAND UNION COMPANY
Grand Union is a leading food retailer in the northeastern United States.
Grand Union has been engaged in the food retailing business for 120 years,
making it one of the oldest major retail food companies in the United States.
Grand Union currently operates 230 supermarkets and food markets under the
"Grand Union" name in six states.
Grand Union is incorporated under the laws of the State of Delaware. Its
principal executive offices are located at 201 Willowbrook Boulevard, Wayne,
New Jersey 07470-0966 and its telephone number is (201) 890-6000.
RISK FACTORS
The following risk factors should be carefully considered together with
the other information contained in this Prospectus in evaluating an
investment in the Company and its business before deciding to purchase either
the Common Stock or the Senior Notes offered hereby.
RECENT EMERGENCE FROM BANKRUPTCY
The Company filed a voluntary petition for reorganization under Chapter
11 of the Bankruptcy Code on January 25, 1995 to effectuate the terms of a
capital restructuring negotiated with the Company's major creditor groups.
The Company's Chapter 11 Plan was confirmed by an order of the bankruptcy
court dated May 31, 1995, and became effective on June 15, 1995. At the time
of the Company's bankruptcy filing, cash flow from operations was not
sufficient to fund the Company's debt service requirements and its capital
expenditure program. For the terms of this restructuring, see the Company's
most recent annual report incorporated herein by reference.
As a result of the adoption of "fresh start" reporting for the periods
subsequent to June 15, 1995, in accordance with the American Institute of
Certified Public Accountants Statement of Position 90-7, "Financial Reporting
by Entities in Reorganization Under the Bankruptcy Code," the carrying values
of the Company's assets and liabilities were adjusted to fair value, and the
Company recorded an intangible asset of approximately $533 million, which
represented the excess of a determined reorganization value over the fair
value of the Company's assets. This intangible asset is being amortized over
five years and will decrease net income or increase net loss by the amount
amortized. For the twenty-nine week period ended January 6, 1996, this
amortization amount was $59.4 million, and the net loss was $80.6 million.
HIGHLY LEVERAGED POSITION -- POSSIBLE INABILITY TO SERVICE DEBT
As of January 6, 1996, the Company had total outstanding indebtedness of
$855.1 million (including capital lease obligations), and thus continues to
be highly leveraged. For fiscal 1996, the Company's aggregate cash debt
service obligations and cash capital expenditures are expected to be $70
million ($100.0 million on an annual basis) and $42 million, respectively.
There
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<PAGE>
can be no assurance that the cash flow of the Company, after giving effect to
operating requirements, will be adequate to fund fully the payment of
interest when due and all capital expenditures contemplated in the Company's
business plan.
The ability of the Company to service its indebtedness and to repay or
refinance its indebtedness at maturity may depend on its ability to raise
sufficient new equity capital, or, possibly, on its ability to sell selected
assets or the Company as a whole. There can be no assurance that such
financing will be obtained, and that, even if obtained, will be on favorable
terms, or that the Company will be able to be sold in whole or in part on
terms that will yield sufficient proceeds to pay off the Company's
obligations.
There can be no assurance that the Company will be able to comply with
the financial performance tests contained in the terms of certain of the
Company's indebtedness. Failure to meet such financial tests or other
covenants would result in a default thereunder, unless an appropriate
amendment or waiver is obtained. If any such default were not remedied within
the applicable grace period, lenders would be entitled to declare the amounts
outstanding thereunder due and payable and to accelerate the payment of all
such amounts, and certain lenders would be entitled to foreclose upon all of
the tangible and intangible assets (including leases) of the Company and its
subsidiaries. In February, 1996, the Company obtained from the lenders under
its revolving credit agreement, a waiver and amendment to certain provisions
of that agreement. The Company will seek additional waivers if and when
necessary or appropriate.
The degree to which the Company is leveraged could have important
consequences to holders of the Common Stock and Senior Notes, including the
following: (i) the Company's ability to obtain additional financing in the
future for working capital, capital expenditures, acquisitions, general
corporate purposes or other purposes may be impaired; (ii) a substantial
portion of the Company's cash flow from operations must be dedicated to the
payment of the principal of and interest on its existing indebtedness, which
materially decreases the funds available to the Company to finance its
working capital, capital expenditures and general business operations; (iii)
the terms of the Company's indebtedness impose significant financial and
operating restrictions which, if violated, could permit the Company's
creditors to accelerate payments thereunder; (iv) the Company is more highly
leveraged than its principal competitors, which may place the Company at a
competitive disadvantage; and (v) the Company's high degree of leverage may
make it vulnerable to economic downturns and may limit its ability to
withstand competitive pressures and adverse changes in government regulation
and to capitalize on significant business opportunities.
There can be no assurance that the Company's performance, the Company's
ability to repay the Senior Notes and the value of the Common Stock will not
be adversely affected by one or a combination of the above or other factors.
RECENT OPERATING PERFORMANCE
In fiscal 1994, the Company reported a net loss attributable to common
stock of approximately $134 million, which grew to approximately $179 million
for fiscal 1995. The net loss attributable to common stock was $39 million
(before the extraordinary gain on debt discharge), $30 million and $41
million for the first, second and third quarters of fiscal 1996,
respectively, and $30 million, $36 million and $66 million for the first,
second and third quarters of fiscal 1995, respectively. Also, in both fiscal
1995 and fiscal 1994, the Company experienced decreases in same-store sales.
The first three quarters of fiscal 1996 showed a 1.2% decrease in same-store
sales compared with the corresponding period of fiscal 1995. The Company
expects to report operating losses in the future, principally as a result of
the amortization of intangibles discussed above. The reporting of net losses
could negatively affect the prices at which the Company's securities trade.
The Company's Adjusted EBITDA and Adjusted EBITDA as a percentage of
sales have decreased to $135.6 million and 5.7% for fiscal 1995, from $180.1
million and 7.3% for fiscal 1994; in addition, for the 40 week period ended
January 6, 1996, Adjusted EBITDA and Adjusted EBITDA as a percentage of sales
decreased to $108.4 million and 6.1%, from $120.7 million and 6.5% for the
corresponding period of fiscal 1995. For these purposes, Adjusted EBITDA is
defined as earnings before LIFO provision, depreciation and amortization,
interest expense, income tax benefit, unusual items and extraordinary gain
on debt discharge. The Company believes that Adjusted EBITDA is a useful
supplemental disclosure, but recognizes that it is not a substitute for
earnings or cash flow data required by generally accepted accounting
principles. There can be no assurance that the Company will be able to
generate sufficient cash flow from operations to meet its requirements for
working capital, capital expenditures and, given its highly-leveraged capital
structure, debt service.
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<PAGE>
COMPETITION
The food retailing business is highly competitive. The Company competes
with numerous national, regional and local supermarket chains, particularly
A&P, Price Chopper, Hannaford Brothers, ShopRite, Pathmark, Foodtown and
Stop & Shop. The Company also competes with convenience stores, stores owned
and operated or otherwise affiliated with large food wholesalers,
unaffiliated independent food stores, warehouse/merchandise clubs, discount
drugstore chains and discount general merchandise chains. Some of the
Company's competitors have greater financial resources than the Company and
could use those resources to take steps which would adversely affect the
Company's competitive position. In order to maintain its competitive
position in the industry, the Company will be required to upgrade existing
stores, open new and replacement stores, keep abreast of technology and
continue to pursue a competitive pricing structure, all of which may require
funds that exceed the Company's resources.
NECESSITY FOR, AND LIMITATIONS ON, CAPITAL EXPENDITURES
The Company's future performance will be heavily dependent upon its
ability to maintain a consistent and adequate level of capital expenditures.
Such capital expenditures are necessary in order for the Company to maintain,
as well as improve, its competitive position in critical markets.
In recent years the Company has been unable to make desired amounts of
capital expenditures due to its operating results and its debt service
requirements. In addition, the financial resources provided for after the
consummation of the Chapter 11 Plan may not be sufficient to fund the capital
expenditures which are necessary to enable the Company to achieve a level of
profitability which will allow the Company to service its debt, including the
Senior Notes. Under the terms of the Company's indebtedness, restrictive
financial and operating covenants and prohibitions limit the Company's
ability to make capital expenditures.
Failure to make necessary capital expenditures could have an adverse effect
on the Company's ability to remain competitive and on profitability.
SALES BY INSTITUTIONAL INVESTORS
The Common Stock was issued in the Company's reorganization in exchange
for the cancellation of certain high yield debt instruments, which had been
held in significant amounts by institutional investors, including certain
affiliates of Putnam Investments, Inc., which hold in the aggregate 3,243,826
shares, or approximately 32 percent of the Common Stock. See "Selling
Securityholders." The charter and other governing documents of such
institutional investors may require a minimum allocation of portfolio assets
to high yield investments for which the Common Stock would not qualify and,
in any event, the Common Stock may not be deemed to be a desirable investment
for these institutional investors given their desire for current income. The
potential need by these institutional investors to sell their shares of
Common Stock so as to remain within their desired or permitted asset
allocation structures may result in a decrease in the price of the Common
Stock.
RANKING OF THE SENIOR NOTES
The Senior Notes constitute unsecured obligations of the Company and
would be subordinate to any existing or future secured indebtedness of the
Company including, without limitation, the Company's existing bank credit
facility in an aggregate principal amount of $204 million. The Company does
not presently have outstanding, nor does it have any current arrangements to
issue, any significant indebtedness which would be subordinate to the Senior
Notes, and is prohibited from doing so under its existing bank credit
facility.
ENVIRONMENTAL REGULATION AND LITIGATION
The Company is subject to extensive regulation under environmental and
occupational health and safety laws and regulations. In addition, the
Comprehensive Environmental Response, Compensation and Liability Act
generally imposes joint and several liability for clean-up and enforcement
costs, without regard to fault on parties allegedly responsible for
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contaminations at a site. While the Company believes it has provided adequate
reserves for its share of potential costs associated with the clean-up of
hazardous substances at various sites no assurance can be given that the
reserved amounts will be sufficient to satisfy the Company's obligations.
COLLECTIVE BARGAINING AGREEMENTS
As of March 1, 1996, the Company had approximately 15,500 employees, of
whom approximately 60% were employed on a part-time basis. Approximately 50%
of the Company's employees are covered by collective bargaining agreements
negotiated with eleven local unions. Substantially all of the employees
covered by these collective bargaining agreements are employed at store
locations. These contracts expire at various times through December 1999.
The Company considers its labor relations satisfactory.
POTENTIAL ILLIQUIDITY OF SECURITIES
The Common Stock is currently listed on the NASDAQ National Market
System, and the Senior Notes are expected to be listed on the New York Stock
Exchange. However, there can be no assurance that an active public market
for the Common Stock or Senior Notes will develop or continue for the life of
the Common Stock or Senior Notes. Future trading prices of the Common Stock
and Senior Notes will depend on many factors, including, among other things,
prevailing interest rates and general economic conditions. Accordingly, no
assurance can be given as to the price at which any holder may sell the
Common Stock or Senior Notes or whether a liquid market will exist at the
time of any given sale.
USE OF PROCEEDS
The Company will not receive any of the proceeds of the Offered
Securities offered hereunder by the Selling Securityholders.
RATIO OF EARNINGS TO FIXED CHARGES
For each of the fiscal years of the Company ending March 30, 1991 through
April 1, 1995 and the 40 weeks ended January 6, 1996, earnings were
inadequate to cover fixed charges. For this purpose, (i) earnings consist of
earnings before income taxes, extraordinary items, the cumulative effect of
accounting change and fixed charges and (ii) fixed charges consist of total
interest expense plus the estimated interest component of operating leases.
The coverage deficiency was $123.1 million for the 40 weeks ended January 6,
1996, $159.8 million in fiscal 1995, $87.6 million in fiscal 1994, $261.2
million in fiscal 1993, $52.5 million in fiscal 1992 and $60.0 million in
fiscal 1991.
SELLING SECURITYHOLDERS
The following table sets forth certain information with respect to the
Selling Securityholders, including the number of shares of Common Stock
and/or the principal amount of Senior Notes beneficially owned by, and being
registered for, each Selling Securityholder's account. Since the Selling
Securityholders may sell all or some of their Offered Securities, no estimate
can be made of the aggregate amount of Common Stock or Senior Notes which
would be owned by each Selling Securityholder upon completion of the offering
to which this Prospectus relates.
None of the Selling Securityholders holds any position or office with,
has been employed by, or otherwise has a material relationship with the
Company, or any of its predecessors or affiliates, other than as stockholders
and creditors of the Company.
<TABLE>
<CAPTION>
NUMBER OF SHARES OF COMMON
SELLING SECURITYHOLDER STOCK BENEFICIALLY OWNED (1)
- ---------------------- ----------------------------
<C> <C>
Putnam Capital Manager Trust -- PCM High Yield Fund 157,742
</TABLE>
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<TABLE>
<S> <C>
Putnam Embassy Funds Ltd. Diversified Income Fund 12,371
Putnam Asset Allocation Funds -- Balanced Portfolio 9,986
Putnam High Yield Managed Trust 34,464
Putnam High Yield Trust 1,688,769
Putnam Asset Allocation Funds -- Conservative Portfolio 3,270
Ameritech Pension Trust 15,348
Putnam High Yield Advantage Fund 322,554
Putnam High Income Convertible and Bond Fund 23,860
US Bond Trust 94-03 17,674
Putnam Asset Allocation Funds -- Growth Portfolio 4,153
US Bond Trust 93 8,837
Putnam Managed High Yield Trust 40,650
Southern Farm Bureau Annuity Insurance Company 11,488
Putnam Convertible Opportunities and Income Fund 20,000
US Bond Trust 91 4,418
US Bond Trust 92 4,418
Putnam Master Income Trust 57,441
Putnam Premier Income Trust 136,975
Putnam Master Intermediate Income Trust 53,022
Putnam Diversified Income Trust 539,505
Putnam Capital Manager Trust -- PCM Diversified Income 41,976
US Bond Trust 93-11 26,511
Putnam Diversified Income Portfolio/Smith Barney Travelers Series Fund 1,325
Putnam Global Governmental Income Trust 7,069
</TABLE>
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(1) Does not include any shares which the named stockholder may receive in
the future upon exercise of warrants received under the Chapter 11 Plan.
<TABLE>
<CAPTION>
PRINCIPAL AMOUNT OF
SELLING SECURITYHOLDER SENIOR NOTES OWNED
- ---------------------- --------------------
<S> <C>
Carolyn T. Haas $11,000
James and Nancy W. Tibbetts $11,000
Evelyn Sanz $5,000
Wilfred Varieur $30,000
Jack E. Sher $11,373
Steven Bagdan $30,000
Lyle and Phyllis Erblich $5,000
Susan Margolin $9,000
Ann C. Baddock $5,000
Thomas R. Tibbetts $11,000
Leopold W. Montanaro and Leonore A. Montanaro $50,000
</TABLE>
PLAN OF DISTRIBUTION
The Offered Securities may be sold from time to time by any of the Selling
Securityholders on the New York Stock Exchange (in the case of the Senior
Notes), on the National Market System of the NASD (in the case of the Common
Stock), in the over-the-counter market, in negotiated transactions, through
the writing of options on the shares of Common Stock,
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through the pledge of shares of Common Stock as collateral for margin
accounts, or through a combination of such methods of sale. The Selling
Securityholders may from time to time offer the Offered Securities through
underwriters, dealers or agents, who may receive compensation in the form of
discounts and commissions; such compensation, which may be in excess of
ordinary brokerage commissions, may be paid by the Selling Securityholders
and/or the purchasers of Offered Securities for whom such underwriters,
dealers or agents may act. The Selling Securityholders will act
independently of the Company in making decisions with respect to the timing,
manner and size of each sale. The Selling Securityholders and any dealers or
agents that participate in the distribution of Offered Securities may be
deemed to be underwriters as defined in the 1933 Act and any profit on the
sale of Offered Securities by them and any discounts, commissions or
concessions received by any such dealers or agents might be deemed to be
underwriting discounts and commissions under the 1933 Act.
To the extent required, the specific Offered Securities to be sold, the
names of the Selling Securityholders, the respective purchase prices and
public offering prices, the names of any such agent, dealer or underwriter,
and any applicable commissions or discounts with respect to a particular
offer will be set forth in an accompanying Prospectus Supplement or, if
appropriate, a post-effective amendment to the Registration Statement of
which this Prospectus is a part.
The Offered Securities may be sold from time to time in one or more
transactions at a fixed offering price, which may be changed, or at varying
prices determined at the time of sale or at negotiated prices. Pursuant to
NASD regulations, the compensation which may be received by any NASD member
which sells securities for a Selling Securityholder may not exceed 8%.
Pursuant to registration rights agreements executed between the Company and
holders of the Common Stock and Senior Notes, the Company will pay
substantially all the expenses incurred by the Selling Securityholders and
the Company incident to the offering and sale of the Common Stock and Senior
Notes to the public hereunder, but excluding any underwriting discounts,
commissions or transfer taxes. Also pursuant to these agreements, the Company
will indemnify the Selling Securityholders against certain liabilities in
connection with the offering pursuant hereto including liabilities under the
1933 Act.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF DISTRIBUTION
<TABLE>
<S> <C>
SEC registration fee . . . . . . . . . . . . . . . . . $15,201
Legal fees and expenses* . . . . . . . . . . . . . . . 20,000
Accounting fees and expenses*. . . . . . . . . . . . . 20,000
Miscellaneous* . . . . . . . . . . . . . . . . . . . . 10,799
Total Expenses . . . . . . . . . . . . . . . . $66,000
</TABLE>
- ----------------
* Estimated
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article Five Section 3 of the Restated Certificate of Incorporation of
The Grand Union Company, requires that the Company indemnify directors and
officers to the maximum extent permitted by Delaware law, and also, upon
request, advance litigation expenses to directors and officers. Article Five
Section 4 provides that no director of the Company shall be liable for any
breach of fiduciary duty, except to the extent that exculpation from
liability is not permitted under the Delaware General Corporation Law.
Section 145 of the Delaware General Corporation Law provides that a
corporation may indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other
than an action by or in the right of the corporation) by reason of the fact
that he is or was a director, officer, employee or agent of the corporation,
or is or was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorney's
fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding
if he acted in good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful. Section 145 further provides that a corporation
similarly may indemnify any such person serving in any such capacity who was
or is a party, or is threatened to be made a party to any threatened, pending
or completed action or suit by or in the right of the corporation to procure
a judgment in its favor, against expenses actually and reasonably incurred by
him in connection with the defense or settlement of such action or suit, if
he acted in good faith and in a manner reasonably believed to be in or not
opposed to the best interests of the corporation, except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Delaware Court of Chancery or such
other court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled
to indemnity for such expenses which the Court of Chancery or such other
court shall deem proper.
Section 102(b)(7) of the Delaware General Corporation Law, as amended,
permits a corporation to eliminate or limit the personal liability of a
director to the Corporation and its stockholders for monetary damages for any
breach of fiduciary duty, except for liability (i) for any breach of the
director's duty of loyalty to the Company or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, or (iii) for any transaction from which the
director derived an improper personal benefit.
For the undertaking with respect to indemnification, see Item 17 herein.
II-1
<PAGE>
ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
TITLE OF EXHIBIT
----------------
<S> <C>
2.1 Second Amended Chapter 11 Plan of Reorganization of The Grand
Union Company ("Grand Union"), dated as of April 19, 1995 and
confirmed by the United States Bankruptcy Court, District of
Delaware, on May 31, 1995, incorporated by reference to Exhibit
2.1 to Grand Union's Annual Report on Form 10-K for the fiscal
year ended April 1, 1995 (the "Grand Union 1995 10-K").
2.2 Disclosure Statement for Second Amended Chapter 11 Plan of
Reorganization of The Grand Union Company, dated April 19,
1995, incorporated by reference to Exhibit T3E1 to the Grand
Union Form T-3 dated May 8, 1995.
4.1 Indenture dated as of June 15, 1995, between Grand Union, as
Issuer and IBJ Schroder Bank & Trust Company, as Trustee for
the 12% Senior Notes due September 1, 2004, including form of
the 12% Senior Note due 2004, incorporated by reference to
Exhibit No. 4.2 to the Grand Union 1995 10-K.
4.2 Warrant Agreement dated as of June 15, 1995, between Grand
Union and American Stock Transfer & Trust Company, as Warrant
Agent for 300,000 Series 1 Warrants and 600,000 Series 2
Warrants, incorporated by reference to Exhibit No. 4.5 to the
Grand Union 1995 10-K.
4.3 Registration Rights Agreement dated as of June 15, 1995, among
Grand Union and Each of the Persons Named in Schedule A thereto
for the New Common Stock, incorporated by reference to Exhibit
No. 4.6 to the Grand Union 1995 10-K.
4.4 Registration Rights Agreement dated as of June 15, 1995, by and
among Grand Union and The Holders Named therein for the
Registrable Notes, incorporated by reference to Exhibit No. 4.7
to the Grand Union 1995 10-K.
5.1 Opinion of Ropes & Gray re legality.
5.2 Opinion of Reboul, MacMurray, Hewitt, Maynard & Kristol re Senior
Notes.
12.1 Statement re computation of ratios.
23.1 Consent of Price Waterhouse LLP.
</TABLE>
II-2
<PAGE>
ITEM 17. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement: (i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933; (ii) To reflect in the
prospectus any facts or events arising after the effective date
of the registration statement (or the most recent post-effective
amendment thereof), which, individually or in the aggregate,
represent a fundamental change in the information set forth in
the registration statement; and (iii) To include any material
information with respect to the plan of distribution not
previously disclosed in the registration statement or any
material change to such information in the registration
statement; provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) shall not apply if the information required to be
included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration
statement;
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof;
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant
will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has duly caused this Amendment No. 1 to the registration
statement on Form S-3 to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Wayne, State of New Jersey, on the
1st day of March, 1996.
THE GRAND UNION COMPANY
By: /s/ Kenneth R. Baum
-----------------------------------
KENNETH R. BAUM
SENIOR VICE PRESIDENT, CHIEF
FINANCIAL OFFICER AND SECRETARY
Pursuant to the requirement of the Securities Act of 1933,
this Amendment No. 1 to the Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE CAPACITY IN WHICH SIGNED DATE
- --------- ------------------------ -----
<S> <C> <C>
/s/ Joseph J. McCaig Chief Executive Officer, President
- ----------------------------- and Director (Principal Executive March 1, 1996
JOSEPH J. MCCAIG Officer)
* William A. Louttit Executive Vice President, Chief
- ----------------------------- Operating Officer and Director March 1, 1996
WILLIAM A. LOUTTIT
* Kenneth R. Baum Senior Vice President, Chief
- ----------------------------- Financial Officer and Secretary March 1, 1996
KENNETH R. BAUM (Principal Financial Officer and
Principal Accounting Officer)
* Roger E. Stangeland
- ----------------------------- Director March 1, 1996
ROGER E. STANGELAND
* Daniel E. Josephs
- ----------------------------- Director March 1, 1996
DANIEL E. JOSEPHS
* William G. Kagler
- ----------------------------- Director March 1, 1996
WILLIAM G. KAGLER
* Douglas T. McClure, Jr.
- ----------------------------- Director March 1, 1996
DOUGLAS T. MCCLURE, JR.
* David Y. Ying
- ----------------------------- Director March 1, 1996
DAVID Y. YING
* By /s/ Joseph J. McCaig Date: March 1, 1996
- ---------------------------------------
JOSEPH J. MCCAIG
ATTORNEY-IN-FACT PURSUANT TO POWERS
OF ATTORNEY PREVIOUSLY FILED WITH THIS
REGISTRATION STATEMENT
</TABLE>
II-4
<PAGE>
EXHIBIT INDEX
<TABLE>
NUMBER TITLE OF EXHIBIT PAGE
- ------ ---------------- -----
<S> <C> <C>
2.1 Second Amended Chapter 11 Plan of Reorganization of The Grand
Union Company ("Grand Union"), dated as of April 19, 1995 and
confirmed by the United States Bankruptcy Court, District of
Delaware, on May 31, 1995, incorporated by reference to Exhibit
2.1 to Grand Union's Annual Report on Form 10-K for the fiscal
year ended April 1, 1995 (the "Grand Union 1995 10-K").
2.2 Disclosure Statement for Second Amended Chapter 11 Plan of
Reorganization of The Grand Union Company, dated April 19,
1995, incorporated by reference to Exhibit T3E1 to the Grand
Union Form T-3 dated May 8, 1995.
4.1 Indenture dated as of June 15, 1995, between Grand Union, as
Issuer and IBJ Schroder Bank & Trust Company, as Trustee for the
12% Senior Notes due September 1, 2004, including form of the
12% Senior Note due 2004, incorporated by reference to Exhibit
No. 4.2 to the Grand Union 1995 10-K.
4.2 Warrant Agreement dated as of June 15, 1995, between Grand
Union and American Stock Transfer & Trust Company, as Warrant
Agent for 300,000 Series 1 Warrants and 600,000 Series 2
Warrants, incorporated by reference to Exhibit No. 4.5 to the
Grand Union 1995 10-K.
4.3 Registration Rights Agreement dated as of June 15, 1995,
among Grand Union and Each of the Persons Named in Schedule A
thereto for the New Common Stock, incorporated by reference to
Exhibit No. 4.6 to the Grand Union 1995 10-K.
4.4 Registration Rights Agreement dated as of June 15, 1995, by
and among Grand Union and The Holders Named therein for the
Registrable Notes, incorporated by reference to Exhibit No. 4.7
to the Grand Union 1995 10-K.
5.1 Opinion of Ropes & Gray re legality is filed herewith.
5.2 Opinion of Reboul, MacMurray, Hewitt, Maynard & Kristol re
Senior Notes is filed herewith.
12.1 Statement re computation of ratios is filed herewith.
23.1 Consent of Price Waterhouse LLP is filed herewith.
</TABLE>
II-5
<PAGE>
Exhibit 5.1
ROPES & GRAY
One International Place
Boston, Massachusetts 02110-2624
(617) 951-7000
Telecopier: (617) 951-7050
March 1, 1996
The Grand Union Company
201 Willowbrook Boulevard
Wayne, New Jersey 07470-0966
Ladies and Gentlemen:
This opinion is rendered to you in connection with the Registration
Statement on Form S-3 of The Grand Union Company (the "Company") to be filed
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Registration Statement"), covering the offering and possible
future sale by certain holders of (i) 3,243,826 shares of common stock of the
Company (the "Common Stock") and (ii) $178,373 in aggregate principal amount of
12% Senior Notes due September 1, 2004 of the Company.
We have acted as counsel to the Company in connection with the
preparation and filing of the Registration Statement. For purposes of our
opinion, we have examined and relied upon such documents, records, certificates
and other instruments as we have deemed necessary. We have assumed the
genuineness and authenticity of all documents submitted to us as originals and
the conformity to originals of all documents submitted to us as copies.
We express no opinion as to the laws of any jurisdiction other than those
of The Commonwealth of Massachusetts, the General Corporation Law of the State
of Delaware, and the federal laws of the United States of America.
For purposes of this opinion, we have examined and relied upon the
information set forth in the Registration Statement and such other documents and
records that we have deemed necessary.
II-6
<PAGE>
Based on and subject to the foregoing, we are of the opinion that:
1. The Company is a corporation duly organized and validly existing
under the laws of the State of Delaware.
2. The shares of Common Stock have been duly authorized and validly
issued and are fully paid and nonassessable.
3. The Senior Notes have been validly authorized, have been duly
executed, authenticated, issued and delivered in accordance with the terms of
the Indenture.
We understand that this opinion is to be used in connection with the
Company's Registration Statement relating to the Common Stock and the Senior
Notes to be filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended. We consent to the filing of this opinion
with and as a part of said Registration Statement and the use of our name
therein.
Very truly yours,
/s/ ROPES & GRAY
----------------
ROPES & GRAY
II-7
<PAGE>
Exhibit 5.2
March 1, 1996
The Grand Union Company
201 Willowbrook Boulevard
Wayne, New Jersey 07470-0966
Ladies and Gentlemen:
We have acted as special New York counsel to The Grand Union Company (the
"Company") in connection with the Registration Statement on Form S-3 of the
Company to be filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Registration Statement"), covering the
offering and possible future sale by certain holders of $178,373 in aggregate
principal amount of 12% Senior Notes due September 1, 2004 (the "Notes") of the
Company.
In connection with the opinion set forth herein, and with your
permission, we have confined our examination solely to copies, certified or
otherwise identified to our satisfaction, of the Indenture, dated as of June 15,
1995 (the "Indenture"), between the Company and IBJ Schroder Bank & Trust
Company, as trustee (the "Trustee"), and a form of the Notes attached to the
Indenture as Exhibit A thereto (the Indenture and the Notes being hereinafter
sometimes called, collectively, the "Subject Documents").
In rendering the opinion set forth herein, we have assumed with your
permission, and without independent investigation or inquiry (i) the
authenticity of all documents submitted to us as originals, (ii) the genuineness
of all signatures on all documents that we examined (including, without
limitation, those of any officer of the Company), and (iii) the conformity to
authentic originals of documents submitted to us as certified, conformed or
photostatic copies.
In rendering the opinion set forth herein, we have made such
investigations of applicable law of the State of New York as we have deemed
relevant or necessary as the basis for such opinion.
In rendering the opinion set forth herein, we have assumed that:
(i) each of the parties to the Subject Documents is duly organized,
validly existing, and in good standing under the laws of their respective
jurisdictions of organization and have the requisite corporate power to
enter into such Subject Documents;
(ii) the execution and delivery of the Subject Documents have been duly
authorized by all necessary corporate action and proceedings on the part
of each party thereto and the Subject Documents have been duly executed
and delivered by all parties thereto;
<PAGE>
(iii) (A) the execution and delivery by each party to the Subject
Documents to which it is a party and the performance by such party of its
obligations thereunder do not and will not conflict with, contravene,
violate or constitute a default under any of the following to which such
party is subject (1) any law, rule or regulation, (2) any judicial or
administrative order or decree of any applicable governmental authority
or (3) any consent, approval, license, authorization or validation of,
or filing, recording or registration with, any governmental authority;
and (B) that no authorization, consent, or other approval of, notice to,
or filing with any court, governmental authority or regulatory body
(other than, in the case of the Company, approvals, if any, of any New
York executive, legislative, judicial, administrative or regularly body
with respect to our opinion herein) is required to authorize or is
required in connection with the execution, delivery or performance by any
party to the Subject Documents to which it is a party or the transactions
contemplated thereby;
(iv) the Indenture constitutes the legal, valid and binding obligation
of the Trustee, enforceable against such party in accordance with its
terms; and
(v) the Notes have been duly authenticated, issued and delivered in
accordance with the terms of the Indenture.
Based upon the foregoing and subject to the limitations, qualifications,
exceptions and assumptions stated herein, we are of the opinion that, as of the
date hereof, the Notes constitute the legal, valid and binding obligation of the
Company, enforceable against the Company in accordance with their terms under
the laws of the State of New York.
Our opinion above is subject to the following qualifications:
(a) Our opinion above is subject to limitations imposed by any
applicable bankruptcy, insolvency, reorganization, fraudulent conveyance,
moratorium and other similar laws affecting the enforcement of creditors'
rights generally. In addition, our opinion above is subject to the
effect of general principles of equity (regardless of whether considered
in a proceeding in equity or at law).
(b) Our opinion set forth herein is also subject to the effects of
(i) an implied covenant of good faith and fair dealing, and
(ii) applicable laws and interpretations thereof which may affect the
validity or enforceability of certain remedies provided for in the
Subject Documents, which limitations, however, do not, in our opinion,
make the remedies provided for therein inadequate for the practical
realization of the rights and benefits intended to be provided thereby
(subject to the other qualifications expressed herein).
(c) We express no opinion as to (i) New York and United States federal
securities and tax laws (including, without limitation, the Internal
Revenue Code of 1986, as amended) and (ii) New York and United States
bank regulatory laws.
The foregoing opinions are limited to the laws of the State of New York
as in force and as applied, interpreted and enforced in each case on the date
hereof, and we express no opinion with respect to the laws of any other state or
jurisdiction.
<PAGE>
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the use of our name therein.
By giving the foregoing consent, we do not admit that we come within the
category of persons whose consent is required under Section 7 of the Securities
Act of 1933, as amended.
Very truly yours,
/s/ Reboul, MacMurray, Hewitt,
------------------------------
Maynard & Kristol
Reboul, MacMurray, Hewitt,
Maynard & Kristol
<PAGE>
EXHIBIT 12.1
COMPUTATION OF RATIO OF EARNINGS
AVAILABLE TO COVER FIXED CHARGES
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
THE GRAND UNION COMPANY
-------------------------------------------------------------------------
52 WEEKS 52 WEEKS 53 WEEKS 52 WEEKS 52 WEEKS 40 WEEKS
ENDED ENDED ENDED ENDED ENDED ENDED
MARCH 30, MARCH 28, APRIL 3, APRIL 2, APRIL 1, JANUARY 6,
1991 1992 1993 1994 1995 1996
---------- ---------- ----------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Loss before income taxes,
extraordinary items and cumulative
effect of accounting change $ (60,042) $ (52,521) $ (261,223) $ (87,645) $ (159,830) $ (123,140)
Fixed charges:
Interest expenses:
Debt 146,082 142,283 152,384 164,015 157,689 60,526
Capital lease obligations 11,032 12,301 13,191 14,951 19,226 13,569
Amortization of deferred financing
fees 7,431 18,018 9,378 4,831 5,101 1,379
Interest factor included in
operating leases(1) 12,753 13,677 12,909 10,057 10,633 8,179
---------- ---------- ----------- ---------- ----------- ----------
Total fixed charges 177,298 186,279 187,862 193,854 192,649 83,653
---------- ---------- ----------- ---------- ----------- ----------
Earnings before fixed charges $ 117,256 $ 133,758 $ (73,361) $ 106,209 $ 32,819 $ (39,487)
---------- ---------- ----------- ---------- ----------- ----------
---------- ---------- ----------- ---------- ----------- ----------
Ratio of earnings available to cover
fixed charges -- -- -- -- -- --
---------- ---------- ----------- ---------- ----------- ----------
---------- ---------- ----------- ---------- ----------- ----------
Deficiency in earnings available to
cover fixed charges $ 60,042 $ 52,521 $ 261,223 $ 87,645 $ 159,830 $ 123,140
---------- ---------- ----------- ---------- ----------- ----------
---------- ---------- ----------- ---------- ----------- ----------
</TABLE>
(1) The interest component of operating leases expenses is provided as one
third operating lease expense because management believes it to be a reasonable
approximation of the interest factor.
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Amendment No.1 to the Registration Statement on
Form S-3 (No. 33-62353) of The Grand Union Company ("the Company")
of our report dated June 16, 1995 appearing on page F-1 of the Company's
Annual Report on Form 10-K for the fiscal year ended April 1, 1995.
Price Waterhouse LLP
New York, New York
February 29, 1996
