UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934*
Amendment No. 6
The Grand Union Company
- ---------------------------------------------------------------------
(Name of Issuer)
Common Stock (Par Value $ 1.00 Per Share)
(Upon Conversion of Class A and Class B Convertible Preferred
Stock)
- ---------------------------------------------------------------------
(Title of Class of Securities)
386532303
- ---------------------------------------------------------------------
(CUSIP Number)
David K. Robbins, Esq. Michael M. Pastore, Esq.
Fried, Frank, Harris, Shriver General Electric Investment
& Jacobson Corporation
350 South Grand Avenue, 32nd Floor 3003 Summer Street
Los Angeles, CA 90071 Stamford, Connecticut 06904
(213) 473-2005 (203) 326-2312
- ---------------------------------------------------------------------
(Name, Address and Telephone Number of Persons Authorized to
Receive Notices and Communications)
June 12, 1997
- -----------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of
this Schedule 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), check the following box [ ].
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in
a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13D
CUSIP No. 336532303
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Trefoil Capital Investors II, L.P.
EIN: 95-4499689
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
Not Applicable
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF 12,610,674
SHARES
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY
9 SOLE DISPOSITIVE POWER
EACH
12,610,674
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
11 AGGREGATE AMOUNT OF BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,221,348
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
Not Applicable
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
70.77%
14 TYPE OF REPORTING PERSON*
PN
SCHEDULE 13D
CUSIP No. 336532303
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Trefoil Investors II, Inc.
EIN: 95-4498559
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
Not Applicable
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF 12,610,674
SHARES
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY
9 SOLE DISPOSITIVE POWER
EACH
0
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH 12,610,674
11 AGGREGATE AMOUNT OF BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,221,348
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
Not Applicable
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
70.77%
14 TYPE OF REPORTING PERSON*
CO
SCHEDULE 13D
CUSIP No. 336532303
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Sigma Hedge Partners, G.P.
EIN: 06-1420583
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
Not Applicable (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
Not Applicable
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF 0
SHARES
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY
9 SOLE DISPOSITIVE POWER
EACH
0
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH 12,610,674
11 AGGREGATE AMOUNT OF BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,221,348
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
Not Applicable
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
70.77%
14 TYPE OF REPORTING PERSON*
PN
SCHEDULE 13D
CUSIP No. 336532303
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Delta PT Investors Corporation
EIN: 06-142580
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
Not Applicable (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
Not Applicable
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF 0
SHARES
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY
9 SOLE DISPOSITIVE POWER
EACH
0
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH 12,610,674
11 AGGREGATE AMOUNT OF BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,221,348
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
Not Applicable
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
70.77%
14 TYPE OF REPORTING PERSON*
CO
SCHEDULE 13D
CUSIP No. 336532303
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Epsilon Equities, Inc.
EIN: 06-142580
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
Not Applicable (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
Not Applicable
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF 0
SHARES
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY
9 SOLE DISPOSITIVE POWER
EACH
0
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
11 AGGREGATE AMOUNT OF BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,221,348
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
Not Applicable
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
70.77%
14 TYPE OF REPORTING PERSON*
CO
SCHEDULE 13D
CUSIP No. 336532303
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Trustees of General Electric Pension Trust
EIN: 14-6015763
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
Not Applicable (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
Not Applicable
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7 SOLE VOTING POWER
NUMBER OF 0
SHARES
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY
9 SOLE DISPOSITIVE POWER
EACH
0
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH 12,610,674
11 AGGREGATE AMOUNT OF BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,221,348
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
Not Applicable
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
70.77%
14 TYPE OF REPORTING PERSON*
EP
SCHEDULE 13D
CUSIP No. 386532303
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GE Investment Private Placement Partners II, A Limited
Partnership
EIN: 06-1429671
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
Not Applicable
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 12,610,674
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY
9 SOLE DISPOSITIVE POWER
EACH
12,610,674
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
11 AGGREGATE AMOUNT OF BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,221,348
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
70.77%
14 TYPE OF REPORTING PERSON*
PN
SCHEDULE 13D
CUSIP No. 386532303
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GE Investment Management Incorporated
EIN: 06-1238874
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
Not Applicable
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
Not Applicable
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF
12,610,674
SHARES
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY
9 SOLE DISPOSITIVE POWER
EACH
REPORTING 12,610,674
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
11 AGGREGATE AMOUNT OF BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,221,348
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
Not Applicable
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
70.77%
14 TYPE OF REPORTING PERSON*
CO
SCHEDULE 13D
CUSIP No. 386532303
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
General Electric Company
EIN: 14-0689340
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
Not Applicable
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
Not Applicable
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7 SOLE VOTING POWER
NUMBER OF
Disclaimed (see 11 below)
SHARES
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY
9 SOLE DISPOSITIVE POWER
EACH
Disclaimed (see 11 below)
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
11 AGGREGATE AMOUNT OF BENEFICIALLY OWNED BY EACH REPORTING PERSON
Beneficial ownership of all shares disclaimed by General
Electric Company
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
Not Applicable
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Not Applicable
14 TYPE OF REPORTING PERSON*
CO
ITEM 1. Security and Issuer.
-------------------
Item 1 of the Schedule 13D is hereby amended and
supplemented to add the following:
This Amendment No. 6 is filed on behalf of Trefoil
Capital Investors II, L.P., a Delaware limited partnership
("Trefoil"), Trefoil Investors II, Inc., a Delaware corporation,
Sigma Hedge Partners, G.P., a Delaware partnership, Delta PT
Investors Corporation, a Delaware corporation, Epsilon Equities,
Inc., a Delaware corporation, the Trustees of General Electric
Pension Trust, a New York common law trust, GE Investments
Private Placement Partners II, A Limited Partnership, a Delaware
limited partnership ("GEI" and collectively with Trefoil, the
"Purchasers"), GE Investment Management Incorporated, a Delaware
corporation and General Electric Company, a New York corporation
(collectively, the "Filing Persons"), in respect of the Schedule
13D filed by the Filing Persons with the Securities and Exchange
Commission on August 12, 1996, as amended pursuant to Amendment
No. 1 thereto filed on September 18, 1996, Amendment No. 2
thereto filed on February 27, 1997, Amendment No. 3 thereto filed
on March 21, 1997, Amendment No. 4 thereto filed on May 29,
1997, and Amendment No. 5 thereto filed on June 10, 1997
(collectively, the "Schedule 13D"), relating to the common stock,
par value $1.00 per share (the "Common Stock") of The Grand Union
Company (the "Company"), which is issuable upon conversion of the
shares of the Company's Class A Convertible Preferred Stock, par
value $1.00 per share (the "Preferred Stock") purchased by
Trefoil and GEI pursuant to, and subject to the conditions of,
the Stock Purchase Agreement, dated as of July 30, 1996, as
amended by Amendment No. 1 dated as of March 20, 1997, by and
among the Company, Trefoil and GEI (the "Stock Purchase
Agreement") and shares of the Common Stock issuable pursuant to
or in connection with an Acceleration and Exchange Agreement,
dated as of June 5, 1997, among the Company and the Purchasers
(the "Exchange Agreement"). Capitalized terms used herein
without definition shall have the meanings given them in the
Schedule 13D.
ITEM 3. Source and Amount of Funds or Other Consideration
-------------------------------------------------
Item 3 of the Schedule 13D is hereby amended and supplemented
to add the following:
On June 12, 1997, the Company, Trefoil and GEI
consummated the Accelerated Closing pursuant to the Exchange
Agreement, thereby purchasing an aggregate of 800,000 shares of
Class A Stock (the "Accelerated Shares") for $40,000,000. The
funds used to purchase the shares of Class A Stock were obtained
in the manner set forth in the Schedule 13D.
Immediately following the Class A Closing, the
Purchasers received, pursuant to the Exchange, 800,000 shares of
the Class B Stock, in consideration for their surrender of an
aggregate of 800,000 shares of the Accelerated Shares.
ITEM 4. Purpose of Transaction.
-----------------------
Item 4 of the Schedule 13D is hereby amended and supplemented
to add the following:
On June 12, 1997, the Company, Trefoil and GEI
consummated the Accelerated Closing pursuant to the Exchange
Agreement, thereby purchasing an aggregate of 800,000 shares of
the Accelerated Shares for $40,000,000. The funds used to
purchase the shares of Class A Stock were obtained in the manner
set forth in the Schedule 13D.
Upon completion of the Accelerated Closing but prior to
the Exchange Closing, the Purchasers executed and delivered the
Voting and Ratification Agreement attached as Exhibit 1 hereto
and incorporated herein and made a part hereof by reference (the
"Voting and Ratification Agreement"). Pursuant to the Voting and
Ratification Agreement, dated as of June 12, 1997, the Purchasers
agreed that, at any meeting or in connection with any written
consent, the Purchasers would cast all of the votes to which they
were then entitled in favor of the transactions contemplated by
the Exchange Agreement, including, without limitation, the
Accelerated Closing, the Exchange Closing, and the issuance of
the Reset Shares. At that time, the Purchasers held shares of
Class A Stock entitled to cast approximately 57.47% <fn1> of the
aggregate number of votes entitled to be cast on any matter
submitted to stockholders of the Company for a vote.
<FN1> Based on 10,000,000 shares of Common Stock outstanding
as of June 5, 1997 and 60,142 shares of Class A Stock
held by a party other than the Purchasers.
Immediately following the Accelerated Closing, the
Purchasers completed the Exchange Closing, and thereby received,
pursuant to the Exchange, an aggregate of 800,000 shares of the
Class B Stock, in consideration for their surrender of an
aggregate of 800,000 shares of the Accelerated Shares.
In addition, in accordance with the Exchange Agreement
and the Class B Certificate, the Purchasers are entitled to receive
(i) up to 2,000,000 Reset Shares on the Reset Date and (ii) the
aggregate number of shares of Common Stock into which such holder's
Class B Shares are convertible from time to time.
Subject to the foregoing and to the responses to Items 5
and 6 herein, the Purchasers have no plans or proposals which
relate to or would result in any such transaction, event or
action as is enumerated in paragraphs (a) through (j) of Item 4
of the form of Schedule 13D promulgated under the Exchange Act.
ITEM 5. Interests in Securities of the Issuer.
--------------------------------------
Item 5 of the Schedule 13D is hereby amended and supplemented
to add the following:
(a) For purposes of Rule 13d-3 under the Exchange Act,
by virtue of the Accelerated Closing and the Exchange Closing,
each of Trefoil and GEI may be deemed to be the beneficial owner
of an aggregate of 25,221,348 shares of Common Stock into which
the aggregate 1,240,424 shares of Class A Stock and 800,000
shares of Class B Stock are convertible. Such 25,221,348 shares
of Common Stock, if outstanding, would constitute approximately
70.77%<fn2> of the total number of shares of Common Stock
outstanding.
<FN2> Based on a conversion ratio of 6.8966 shares of Common
Stock per Class A Share, determined in accordance with
the terms of the Company's Certificate of Incorporation,
as amended, and a conversion ratio of 20.8333 shares of
Common Stock per Class B Share, determined in accordance
with the terms of the Class B Certificate.
Pursuant to terms of the Class B Certificate and the
Letter Agreement described in Amendment No. 5 to the Schedule
13D, the Purchasers do not acquire as-converted voting rights
with respect to the Class B Shares, and have agreed not to
exercise their conversion rights with respect to the Class B
Shares, until the satisfaction of the NASDAQ Condition. The
NASDAQ Condition is anticipated to be satisfied on June 22, 1997.
Because June 22, 1997 is within the 60-day period contemplated by
Rule 13d-3 under the Exchange Act, such shares are hereby
reported as beneficially owned by the Purchasers as of the date
hereof.
ITEM 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
--------------------------------------------------------
The responses set forth in all of Item 4 of this
Amendment No. 6 are incorporated herein by reference in their
entirety.
The Voting and Ratification Agreement provides that it
shall terminate upon the earlier to occur of: (a) December 31,
1997, (b) the tenth (10th) day following the date on which the
Company has satisfied all conditions, if any, requisite to
consummation of the Closings (as defined in the Exchange
Agreement) without violating the Company's obligations under the
NASDAQ Rules and (c) the tenth (10th) day following termination
of the Exchange Agreement in accordance with its terms.
The foregoing description of the Voting and Ratification
Agreement is qualified in its entirety by reference to the full
text thereof, filed as Exhibit 1 hereto, and is incorporated
herein by reference.
ITEM 7. Material to be Filed as Exhibits.
--------------------------------
Exhibit 1 -- Form of Ratification and Voting Agreement,
dated as of June 12, 1997, between Trefoil
Capital Investors II, L.P. and GE Investment
Private Placement Partners II, A Limited
Partnership.
SIGNATURE
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.
Dated: June 12, 1997
TREFOIL CAPITAL INVESTORS II, L.P.
By: Trefoil Investors II, Inc.,
a general partner
By: Geoffrey T. Moore
------------------------------
Name: Geoffrey T. Moore
Title: Vice President
TREFOIL INVESTORS II, INC.
By: Geoffrey T. Moore
------------------------------
Name: Geoffrey T. Moore
Title: Vice President
SIGNATURE
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.
Dated: June 12, 1997
GE INVESTMENT PRIVATE PLACEMENT
PARTNERS II, A LIMITED PARTNERSHIP
By: GE Investment Management Incorporated,
as general partner
By: Michael M. Pastore
------------------------------
Name: Michael M. Pastore
Title: Vice President
GE INVESTMENT MANAGEMENT INCORPORATED
By: Michael M. Pastore
------------------------------
Name: Michael M. Pastore
Title: Vice President
GENERAL ELECTRIC COMPANY
By: John H. Myers
------------------------------
Name: John H. Myers
Title: Vice President
SIGMA HEDGE PARTNERS, G.P.
By: Delta PT Investors Corporation,
a general partner
By: Michael M. Pastore
------------------------------
Name: Michael M. Pastore
Title: Vice President
DELTA PT INVESTORS CORPORATION
By: Michael M. Pastore
------------------------------
Name: Michael M. Pastore
Title: Vice President
EPSILON EQUITIES, INC.
By: Michael M. Pastore
------------------------------
Name: Michael M. Pastore
Title: Vice President
GENERAL ELECTRIC PENSION TRUST
By: Alan M. Lewis
------------------------------
Name: Alan M. Lewis
Title: Trustee
Exhibit Index
Document
--------
Exhibit 1 -- Form of Ratification and Voting Agreement,
dated as of June 12, 1997, between Trefoil
Capital Investors II, L.P. and GE Investment
Private Placement Partners II, A Limited
Partnership.
EXHIBIT 1
RATIFICATION AND VOTING AGREEMENT
---------------------------------
RATIFICATION AND VOTING AGREEMENT (the "Agreement"),
dated as of June 12, 1997, between Trefoil Capital Investors II, L.P.,
a Delaware limited partnership ("Trefoil II") and GE Investment
Private Placement Partners II, A Limited Partnership, a Delaware
limited partnership ("GEI II" and together with Trefoil II, the
"Purchasers"), concerning The Grand Union Company, a Delaware
corporation (the "Company").
PREAMBLE
--------
The Company and the Purchasers are parties to a Stock
Purchase Agreement (the "Purchase Agreement"), dated as of
July 30, 1996, which provided, among other things, for the
acquisition by the Purchasers of shares of the Company's Class A
Convertible Preferred Stock (the "Class A Preferred Stock").
The Company and the Purchasers are parties to an
Acceleration and Exchange Agreement (the "Acceleration and
Exchange Agreement"), dated as of June 5, 1997, which provides,
among other things, for the acquisition by the Purchasers of
shares of the Company's Class B Convertible Preferred Stock (the
"Class B Preferred Stock").
As of the date hereof, each of the Purchasers holds
sole voting power with respect to shares of Class A Preferred
Stock of the Company entitled to the number of votes, or the
number of shares of the common stock of the Company, par value
$1.00 per share (the "Common Stock" and, together with the number
of votes represented by the shares of Class A Preferred Stock set
forth on Schedule I hereto, the "Voting Securities") set forth
opposite such Purchaser's name on Schedule I (the "Subject
Shares").
In order to induce the other Purchaser to consummate
the transactions contemplated by the Acceleration and Exchange
Agreement (the "Transactions") and for other good and valuable
consideration, each Purchaser agrees to take reasonable steps to
facilitate the Transactions and to vote the Subject Shares held
by it as contemplated by this Agreement.
ACCORDINGLY, the parties hereto agree as follows:
1. Voting in Favor of Acceleration and Exchange
Agreement. Each Purchaser agrees to support the Acceleration and
Exchange Agreement and the Transactions in any reasonable manner,
including by taking any reasonable action requested by the other
Purchaser; provided, however, that the foregoing shall not be
deemed to restrict such Purchaser's ability, if any, to transfer
or dispose of such Subject Shares. Each Purchaser will vote all
of the Subject Shares held by it in favor of the Acceleration and
Exchange Agreement and the Transactions, and against any
agreement or course of action that would prohibit, delay,
interfere with or otherwise be inconsistent with the Acceleration
and Exchange Agreement or the Transactions, (a) at any annual or
special meeting (or any adjournment or postponement thereof) of
the stockholders of the Company at which the Acceleration and
Exchange Agreement or the Transactions are submitted to a vote or
(b) at the request of the other Purchaser, by its written
consent.
2. Granting of Irrevocable Proxy. Upon the request
of the other Purchaser, each Purchaser will deliver to one or
more persons an irrevocable proxy (the "Proxy") with respect to
all of the Subject Shares held by it, which such Proxy shall be
deemed to be coupled with an interest, to vote all of the Subject
Shares held by it in favor of the Acceleration and Exchange
Agreement and the Transactions at any annual or special meeting
of the stockholders of the Company at which the Acceleration and
Exchange Agreement or the Transactions are submitted to a vote in
the same manner and with the same effect as if such Purchaser was
personally present at such meeting. Any such Proxy shall expire
upon the Expiration Date as defined in Section 5 hereof.
Notwithstanding anything to the contrary herein, Section 2 of the
Stockholder Agreement, dated as of July 30, 1996, between the
Purchasers, shall govern the voting of the Voting Stock held by
each Purchaser with respect to election of members of the Board
of Directors of the Company.
3. Third Party Offers. Between the date hereof and
the Expiration Date, each Purchaser agrees that it shall not
directly or indirectly solicit, initiate or encourage inquiries
or proposals, or participate in any negotiations leading to any
proposal, concerning any transaction involving the Company that
would cause the Company to fail to consummate the Transactions or
that would otherwise be inconsistent with, violate or breach the
terms of this Agreement or the Acceleration and Exchange
Agreement. Each Purchaser will promptly advise the other
Purchaser of any offers or proposals it may receive relating to
any such transaction.
4. Representations and Warranties of the Purchasers.
Each Purchaser hereby represents and warrants to the other
Purchaser as follows:
4.1. The Purchaser is validly existing and in good
standing under the laws of the jurisdiction of its organization.
4.2. The Purchaser is the sole, true and lawful
record owner of the Subject Shares set forth opposite its name on
Schedule I hereto and has all necessary power and authority to
enter into this Agreement and to perform such Purchaser's
obligations hereunder.
4.3. None of the Subject Shares owned by the
Purchaser is subject to any voting trust or, except pursuant to
this Agreement, or the Stockholder Agreement dated as of July 30,
1996 between the Purchasers, as amended (the "Purchasers
Stockholder Agreement"), other agreement or arrangement with
respect to the voting of such Subject Shares.
4.4. The execution, delivery and performance of
this Agreement by the Purchaser and the consummation by it of the
transactions contemplated hereby have been approved by all
necessary action on the part of the Purchaser.
4.5. This Agreement is the legal, valid and
binding agreement of the Purchaser.
4.6. The execution, delivery and performance of
this Agreement by the Purchaser does not and will not constitute
a violation of, conflict with or result in a default under (a)
any contract, understanding or arrangement to which the Purchaser
is a party or by which such Purchaser is bound, or require the
consent of any other person or any party pursuant thereto, or (b)
any judgment, decree or order applicable to the Purchaser.
4.7. The number of Subject Shares set forth
opposite such Purchaser's name on Schedule I hereto are the only
Voting Securities of the Company owned of record, by the
Purchaser and the Purchaser owns no options to purchase or rights
to subscribe for or otherwise acquire any other Voting Securities
of the Company except pursuant to the Acceleration and Exchange
Agreement and the Purchaser Stockholder Agreement.
5. Termination. This Agreement shall terminate on
the earlier of (a) December 31, 1997, (b) the tenth (10th) day
following the date on which the Company has satisfied all
conditions, if any, requisite to consummation of the Closings (as
defined in the Acceleration and Exchange Agreement) without
violating the Company's obligations under the NASDAQ Rules and
(c) the tenth (10th) day following termination of the
Acceleration and Exchange Agreement in accordance with its terms
(the "Expiration Date").
6. Remedies. The parties hereto acknowledge that
damages would be an inadequate remedy for a breach of the
provisions of this Agreement and that, in addition to any other
remedy available at law, the obligations of the Purchasers shall
be specifically enforceable.
7. Miscellaneous.
7.1. Assignment. This Agreement shall not be
assignable by the parties hereto, except by operation of law and
except that any Proxy granted pursuant to the terms of this
Agreement may be assigned by the Purchasers to any person
affiliated with the Purchasers.
7.2. Amendments. This Agreement may not be
modified, amended, altered or supplemented, except upon the
execution and delivery of a written agreement executed by the
Purchasers.
7.3. Notices. All notices, requests, claims,
demands and other communications hereunder shall be given in
writing and shall be deemed sufficiently given when delivered by
hand or by conformed facsimile transmission, on the second
business day after a writing is consigned (freight prepaid) to a
commercial overnight courier, and on the fifth business day after
a writing is deposited in the mail, postage and other charges
prepaid, addressed as follows:
(a) If to Trefoil II:
Trefoil Capital Investors II, L.P.
c/o Shamrock Capital Advisors, Inc.
4444 Lakeside Drive
Burbank, CA 91505
Attn: Stanley P. Gold, President
Telecopier No.: (818) 845-9718
Telephone No.: (818) 845-4444
With a copy to:
Fried, Frank, Harris, Shriver & Jacobson
350 South Grand Avenue, Suite 3200
Los Angeles, CA 90071
Attn: David K. Robbins, Esq.
Telecopier No.: (213) 473-2222
Telephone No.: (213) 473-2000
With copies to:
Chief Executive Officer
The Grand Union Company
201 Willowbrook Boulevard
Wayne, NJ 07470-0966
Telecopier No.: (201) 890-6012
Telephone No.: (201) 890-6000
and
Davis Polk & Wardwell
450 Lexington Avenue
New York, NY 10017
Attn: William L. Rosoff, Esq.
Telecopier No.: (212) 450-4800
Telephone No.: (212) 450-4000
(b) If to GEI II.
GE Investment Private Placement Partners II,
A Limited Partnership
3003 Summer Street
Stamford, CT 06905
Attn: Michael Pastore
Telecopier No.: (203) 326-4177
Telephone No.: (203) 326-2300
With copies to:
Dewey Ballantine
1301 Avenue of the Americas
New York, NY 10019
Attn: Sanford W. Morhouse, Esq.
Telecopier No.: (212) 259-6333
Telephone No.: (212) 259-8000
and
Chief Executive Officer
The Grand Union Company
201 Willowbrook Boulevard
Wayne, NJ 07470-0966
Telecopier No.: (201) 890-6012
Telephone No.: (201) 890-6000
and
Davis Polk & Wardwell
450 Lexington Avenue
New York, NY 10017
Attn: William L. Rosoff, Esq.
Telecopier No.: (212) 450-4800
Telephone No.: (212) 450-4000
or to such other address as the Purchaser may have furnished to
the other Purchaser, in writing in accordance herewith, except
that notices of change of address shall be effective only upon
receipt.
7.4. Governing Law. This Agreement shall be
governed by and construed in accordance with the internal laws of
the State of New York.
7.5. Severability. If any term, provision,
covenant or restriction of this Agreement is held by a court of
competent jurisdiction to be invalid, void or unenforceable, the
remainder of the terms, provisions, covenants and restrictions of
this Agreement shall continue in full force and effect and shall
in no way be affected, impaired or invalidated.
7.6. Counterparts. This Agreement may be executed
in several counterparts, each of which shall be an original, but
all of which together shall constitute one and the same
Agreement.
IN WITNESS WHEREOF, the Purchasers have caused this
Ratification and Voting Agreement to be duly executed as of the
day and year first above written.
TREFOIL CAPITAL INVESTORS II, L.P.
By: TREFOIL INVESTORS II, INC.,
its managing general partner
By: Michael J. McConnell
---------------------------
Name: Michael J. McConnell
Title: Vice President
GE INVESTMENT PRIVATE PLACEMENT
PARTNERS II, A LIMITED PARTNERSHIP
By: GE INVESTMENT MANAGEMENT
INCORPORATED, a general partner
By: Michael M. Pastore
---------------------------
Name: Michael M. Pastore
Title: Vice President
Schedule I
Percentage of
Currently
Number of Outstanding Voting
Voting Securities of the
Name and Address of Stockholder Securities Held Company
------------------------------- --------------- -------
Trefoil Capital Investors II, L.P. 7,035,994 28.74%
c/o Shamrock Capital Advisors, Inc.
4444 Lakeside Drive
Burbank, CA 91505
GE Investment Private Placement 7,035,994 28.74%
Partners
II, A Limited Partnership
3003 Summer Street
Stamford, CT 06905
