UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934*
AMENDMENT NO. 3
The Grand Union Company
- - -----------------------------------------------------------------
(Name of Issuer)
Common Stock (Par Value $ 1.00 Per Share)
(Upon Conversion of Class A Convertible Preferred Stock)
- - -----------------------------------------------------------------
(Title of Class of Securities)
386532303
- - -----------------------------------------------------------------
(CUSIP Number)
David K. Robbins, Esq.
Fried, Frank, Harris, Shriver & Jacobson
350 South Grand Avenue, 32nd Floor
Los Angeles, CA 90071
(213) 473-2005
----------------------------- Michael Pastore, Esq.
General Electric Investment Corporation
3003 Summer Street
Stamford, Connecticut 06904
(203) 326-2312
------------------------------
(Name, Address and Telephone Number of Persons Authorized to
Receive Notices and Communications)
March 20, 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).
ITEM 1. SECURITY AND ISSUER.
-------------------
Item 1 of the Schedule 13D is hereby amended and
supplemented to add the following:
This Amendment No. 3 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, and Amendment No. 2
thereto filed on February 27, 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, by and among the Company, Trefoil and
GEI (the "STOCK PURCHASE AGREEMENT"). Capitalized terms used
herein without definition shall have the meanings given them in
the Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
------------------------------------
Item 5 of the Schedule 13D is hereby amended and
supplemented to add the following:
This Amendment No. 3 is filed in connection with the
acquisition by The Roger Stangeland Family Limited Partnership
(the "PARTNERSHIP"), of 60,000 shares of Preferred Stock at a
purchase price of $50.00 per share (the "STANGELAND SHARES"),
pursuant to the terms of a Stock Purchase Agreement, dated
February 25, 1997, as amended by Amendment No. 1 thereto dated as
of March 20, 1997 (as so amended, the "STANGELAND STOCK PURCHASE
AGREEMENT"), between the Company and Roger Stangeland, Chairman
of the Board of Directors of the Company ("STANGELAND").
Pursuant to a Stockholder Agreement, dated February 25, 1997 (the
"STANGELAND STOCKHOLDER AGREEMENT"), among the Purchasers,
Stangeland and the Company, Stangeland has granted to the
Purchasers certain take-along rights, the Purchasers have granted
to Stangeland certain tag-along rights, and the Purchasers and
the Company have granted to Stangeland certain registration
rights related to the Stangeland Shares and any shares of
Preferred Stock, and Common Stock, if any, paid as dividends with
respect to the Preferred Stock (collectively, "SECURITIES"), in
each case as more fully described in Item 6 herein. Pursuant to
an Addendum, dated as of March 20, 1997, to the Stangeland
Stockholder Agreement (the "ADDENDUM"), the Partnership has
succeeded to all of the rights, and has assumed all of the
obligations, of Stangeland pursuant to the Stangeland Stockholder
Agreement.
The Purchasers disclaim any and all beneficial ownership
of the Stangeland Shares or any additional Securities hereafter
acquired by the Partnership in respect of the Stangeland Shares.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
--------------------------------------------------------
Item 4(a) of the Schedule 13D is hereby amended and
supplemented to add the following:
On March 20, 1997, the Company consummated the sale to
the Partnership of the Stangeland Shares pursuant to the terms of
the Stangeland Stock Purchase Agreement. The Stangeland Shares
are convertible into shares of Common Stock at a conversion price
of $7.25 per share.
Concurrently with the execution of the Stangeland Stock
Purchase Agreement, the Purchasers entered into the Stangeland
Stockholder Agreement. Pursuant to the Stangeland Stockholder
Agreement, Stangeland has granted to the Purchasers certain take-
along rights, the Purchasers have granted to Stangeland certain
tag-along rights, and the Purchasers and the Company have granted
to Stangeland certain registration rights related to the
Securities then held by Stangeland, in each case as more fully
described herein. Pursuant to the Addendum, the Partnership has
succeeded to all of the rights, and has assumed all of the
obligations, of Stangeland pursuant to the Stangeland Stockholder
Agreement.
TAKE-ALONG RIGHTS. The Stangeland Stockholder Agreement
provides that if either Purchaser proposes to sell 50% or more of
such Purchaser's aggregate holdings of Securities then held, in
one transaction or a series of related transactions (other than
through a sale of such shares in a public offering) to any third
party, then the selling Purchaser shall have the option to
require Stangeland to participate, pro rata in proportion to the
number of shares of Securities owned by each of Stangeland and
the other selling party or parties, in such transaction or series
of related transactions on the same terms and conditions
(including but not limited to obligations with respect to
indemnification) as the selling Purchaser. Such take-along
rights will terminate on the date on which the aggregate
investment of the Purchasers in the Company is less than $50
million.
TAG-ALONG RIGHTS. The Stangeland Stockholder Agreement
further provides that if either Purchaser proposes to sell 50% or
more of such Purchaser's aggregate holdings of the Securities
then held, in one transaction or a series of related transactions
(other than a sale of shares in a public offering), then
Stangeland shall have a ten day option to require the selling
Purchaser to provide, as a condition to its proposed sale, that
Stangeland be given the right to participate, pro rata in
proportion to the number of shares of Securities owned by each of
Stangeland and the other selling party or parties, in such
transaction or series of related transactions on the same terms
and conditions (including but not limited to obligations with
respect to indemnification) as the selling Purchaser. Such tag-
along rights will terminate on the earlier of (i) the date that
Stangeland owns less than 30,000 shares of Preferred Stock or
(ii) the date on which the aggregate investment of the Purchasers
in the Company is less than $50 million.
REGISTRATION RIGHTS. The Stangeland Stockholder
Agreement further provides that if either Purchaser proposes to
require the Company to register Securities then owned by such
Purchaser for public sale pursuant the terms of the Registration
Rights Agreement, dated as of July 30, 1996, among the Company
and the Purchasers (whether a demand registration, in connection
with a registration of securities for sale by the Company, or a
registration on Form S-3), then Stangeland shall have a ten day
option to require the selling Purchaser to include in its demand
to the Company to register shares pursuant to such registration
statement, shares of Securities then owned by Stangeland, pro
rata in proportion to the number of shares of Securities owned by
Stangeland and each other Purchaser demanding that its shares of
Securities be included in such registration statement, on the
same terms and conditions as the Purchasers. Such registration
rights of Stangeland will terminate on the date that Stangeland
owns less than 30,000 shares of the Preferred Stock.
The Company has agreed, pursuant to the Stangeland
Stockholder Agreement, to so include shares of Securities owned
by Stangeland in any such registration.
The foregoing description of the Stangeland Stockholder
Agreement is qualified in its entirety by reference to the full
text thereof, filed as Exhibit 1 hereto, and incorporated herein
by reference and made a part hereof.
In addition, the Purchasers and the Company also agreed,
in order to permit and facilitate the sale of the Stangeland
Shares, to enter into an Amendment No. 1, dated as of March 20,
1997, to the Stock Purchase Agreement, dated as of July 30, 1996,
among the Company and the Purchasers (the "Amendment No. 1").
The Amendment No. 1 states that the Stangeland Shares are being
issued and sold pursuant to the Stock Purchase Agreement, in
addition to, and not in lieu of, all of the shares of Preferred
Stock to be purchased by the Purchasers thereunder. The
Amendment No. 1 does not otherwise alter any of the rights or
obligations of any of Trefoil, GEI, Stangeland or the Company
created pursuant to the Stock Purchase Agreement.
The foregoing description of the Amendment No. 1 is
qualified in its entirety by reference to the full text thereof,
filed as Exhibit 2 hereto, and incorporated herein by reference
and made a part hereof.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
--------------------------------
Exhibit 1 -- Stockholder Agreement, dated as of February 25,
1997, by and among The Grand Union Company,
Roger Stangeland, Trefoil Capital Investors II,
L.P., and GE Investment Private Placement Partners
II, A Limited Partnership, including Addendum
dated as of March 20, 1997.
Exhibit 2 -- Amendment No. 1, dated as of March 20, 1997, to
the Stock Purchase Agreement, dated as of July 30,
1996, among The Grand Union Company, 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: March 20, 1997
TREFOIL CAPITAL INVESTORS II, L.P.
By: Trefoil Investors II, Inc.,
a general partner
By: /s/ Robert G. Moskowitz
-----------------------------
Name: Robert G. Moskowitz
Title: Vice President
TREFOIL INVESTORS II, INC.
By: /s/ Robert G. Moskowitz
-----------------------------
Name: Robert G. Moskowitz
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: March 20, 1997
GE INVESTMENT PRIVATE PLACEMENT
PARTNERS II, A LIMITED PARTNERSHIP
By: GE Investment Management
Incorporated, as general
partner
By: /s/ Michael M. Pastore
-----------------------------
Name: Michael M. Pastore
Title: Vice President
GE INVESTMENT MANAGEMENT
INCORPORATED
By: /s/ Michael M. Pastore
-----------------------------
Name: Michael M. Pastore
Title: Vice President
GENERAL ELECTRIC COMPANY
By: /s/ John H. Myers
-----------------------------
Name: John H. Myers
Title: Vice President
SIGMA HEDGE PARTNERS, G.P.
By: Delta PT Investors
Corporation,
a general partner
By: /s/ Michael M. Pastore
-----------------------------
Name: Michael M. Pastore
Title: Vice President
DELTA PT INVESTORS CORPORATION
By: /s/ Michael M. Pastore
-----------------------------
Name: Michael M. Pastore
Title: Vice President
EPSILON EQUITIES, INC.
By: /s/ Michael M. Pastore
-----------------------------
Name: Michael M. Pastore
Title: Vice President
GENERAL ELECTRIC PENSION TRUST
By: /s/ Alan M. Lewis
-----------------------------
Name: Alan M. Lewis
Title: Trustee
Exhibit Index
DOCUMENT PAGE
------- ----
Exhibit 1 -- Stockholders Agreement, dated as of 10
February 25, 1997, by and among The
Grand Union Company, Roger Stangeland,
Trefoil Capital Investors II, L.P. and
GE Investment Private Placement Partners
II, A Limited Partnership, including
Addendum dated as of March 20, 1997.
Exhibit 2 -- Amendment No. 1, dated as of March 20, 20
1997, to the Stock Purchase Agreement,
dated as of July 30, 1996, among The
Grand Union Company, Trefoil Capital
Investors II, L.P., and GE Investment
Private Placement Partners II, A Limited
Partnership.
STOCKHOLDER AGREEMENT
Stockholder Agreement (this "AGREEMENT"), dated as
of February 25, 1997, between Trefoil Capital Investors II, L.P.,
a Delaware limited partnership ("TREFOIL II"), GE Investment
Private Placement Partners II, A Limited Partnership, a Delaware
limited partnership ("GEIPPPII" and, collectively with Trefoil
II, the "PURCHASERS")), Roger Stangeland, an individual
("STANGELAND" and, collectively with the Purchasers, the
"STOCKHOLDERS"), and The Grand Union Company, a Delaware
corporation (the "COMPANY").
W I T N E S S E T H:
- - - - - - - - - - -
WHEREAS, pursuant to a Stock Purchase Agreement of
even date herewith (the "PURCHASE AGREEMENT") by and among the
Company and Stangeland, Stangeland will purchase an aggregate of
60,000 shares (the "STANGELAND SHARES") of Class A Convertible
Preferred Stock, stated value $50.00 per share (the "PREFERRED
STOCK"), of the Company;
WHEREAS, the Purchasers are parties to a
Stockholder Agreement (the "PURCHASERS STOCKHOLDER AGREEMENT"),
and the Purchasers and the Company are parties to a Stock
Purchase Agreement (the "PURCHASERS STOCK PURCHASE AGREEMENT")
and a Registration Rights Agreement (the "PURCHASERS REGISTRATION
RIGHTS AGREEMENT"), each dated as of July 30, 1996, creating
certain rights and obligations among the parties thereto; and
WHEREAS, in connection with the acquisition of the
Stangeland Shares, and any other shares of the Preferred Stock
and common stock, par value $1.00 per share, of the Company (the
"COMMON STOCK") paid as dividends on such Stangeland Shares
(collectively with the Preferred Stock, the "STANGELAND
SECURITIES"), Stangeland will have the right to participate in
the registration by the Company of shares of Preferred Stock and
Common Stock to be sold by the Purchasers to include all or any
portion of the Stangeland Securities for public sale in the
United States as provided herein (the "STANGELAND REGISTRATION
RIGHTS"); and
WHEREAS, the Stockholders wish to provide for
certain arrangements with respect to their shares of Securities;
NOW, THEREFORE, in consideration of the foregoing,
and the mutual agreements and covenants contained herein, the
parties hereto agree as follows:
1. DEFINITIONS. All terms defined herein in the
plural form shall have correlative meanings in the singular form
and vice versa. For purposes of this Agreement, the following
terms shall have the respective meanings given below:
"SECURITIES" means shares of the Preferred Stock and
Common Stock paid as dividends on shares of Preferred Stock owned
by any Stockholder.
"VOTING STOCK" means the Common Stock, the Preferred
Stock and any other capital stock of the Company that is entitled
to vote with the Common Stock on all matters submitted to the
stockholders of the Company for voting.
2. Tag-Along Rights.
----------------
(a) If, at any time, either Purchaser proposes to
sell shares of Securities representing 50% or more of such
Purchaser's aggregate Securities then held, in one transaction or
in any series of transactions (other than through a sale of such
shares in a public offering), then such party (the "SELLING
PARTY") shall notify Stangeland (the "TAG-ALONG SELLER"),
describing in such notification the material terms of the
proposed sale. The Tag-Along Seller shall have the option,
exercisable by written notice to the Selling Party, within ten
business days after the Selling Party notifies the Tag-Along
Seller of its intention to effect such sale, to require the
Selling Party to provide as part of its proposed sale that the
Tag-Along Seller be given the right to participate, pro rata in
proportion to the respective number of shares of Securities owned
by each party, in such transaction or series of transactions on
the same terms and conditions (including but not limited to
obligations with respect to indemnification) as the Selling
Party, and, if such option is exercised by the Tag-Along Seller,
the Selling Party shall not proceed with such sale unless the Tag-
Along Seller is given the right so to participate.
(b) The provisions of this Section 2 shall
terminate on the earlier of (i) the date that Stangeland shall
first own less than 30,000 shares of Preferred Stock, or (ii)
date that the Purchasers shall first collectively own Securities
(r) with a stated value, in the case of Preferred Stock, or (s)
valued at $7.25 per share, in the case of shares of Common Stock,
equal to less than an aggregate of $50,000,000; PROVIDED,
HOWEVER, that if on such date there shall be a sale of Securities
previously commenced in which Stangeland shall have delivered
written notice of his election to participate in such sale
pursuant to this Section, then the provisions of this Section
shall continue to apply and be enforceable until the earlier of
(x) the sale of Stangeland Shares pursuant to such transaction,
or (y) the termination of such transaction by the Selling Party
prior to its consummation.
3. Take-Along Rights.
-----------------
(a) If, at any time, either Purchaser proposes to
sell shares of Securities representing 50% or more of such
Purchaser's aggregate Securities then held, in one transaction or
in any series of transactions (other than through a sale of such
shares in a public offering) to any third party (the "BUYER"),
then such party (the "SELLING PARTY") shall have the right (the
"TAKE-ALONG RIGHT") to require Stangeland to participate, PRO
RATA in proportion to the respective number of shares of
Securities owned by each party, in such transaction or series of
transactions on the same terms and conditions (including but not
limited to obligations with respect to indemnification) as the
Selling Party. The Selling Party shall exercise the Take-Along
Right by delivering written notice thereof to Stangeland,
describing in such notification the material terms of the
proposed sale.
(b) On the closing date of the sale of Securities
to the Buyer, the Selling Party and Stangeland shall deliver the
certificates representing the Securities owned by it and him, in
proper form for transfer with appropriate stock powers executed
in blank attached and all documentary and transfer tax stamps
affixed, against payment of the purchase price therefor. By
delivering such certificates, the Selling Party and Stangeland
each shall be deemed to represent and warrant that the Buyer will
receive good title to the Securities transferred by them
represented by such certificates, free and clear of all liens,
security interests, pledges, charges, encumbrances, stockholders
agreements, and voting trusts.
(c) The provisions of this Section 3 shall
terminate on the date that the Purchasers shall first
collectively own Securities (i) with a stated value, in the case
of Preferred Stock, or (ii) valued at $7.25 per share, in the
case of shares of Common Stock, equal to less than an aggregate
of $50,000,000; PROVIDED, HOWEVER, that if on such date there
shall be a sale of Securities previously commenced in which a
Selling Party shall have delivered written notice of its election
to require Stangeland to participate in such sale pursuant to
this Section, then the provisions of this Section shall continue
to apply and be enforceable until the earlier of (i) the sale of
Securities to the Buyer pursuant to such transaction, or (ii) the
termination of such transaction by the Selling Party prior to its
consummation.
4. Exercise of Demand Registration Rights.
--------------------------------------
(a) If, at any time, either Purchaser elects to
request or require the Company to register all or any of the
Securities then owned by such Purchaser for public sale pursuant
to the Purchasers Registration Rights Agreement (whether a Demand
Registration, in connection with a registration of securities for
sale by the Company, or a registration on Form S-3), such party
(the "REGISTERING PARTY") shall notify Stangeland (the "TAG-ALONG
REGISTRANT") and the Tag-Along Registrant shall have the option,
exercisable by written notice to the Registering Party, within
ten business days after the Registering Party notifies the Tag-
Along Registrant of its intention to exercise such Demand
Registration Right, to require the Registering Party to provide
that the Tag-Along Registrant be given the right to participate
in such registration, PRO RATA in proportion to the respective
number of shares of Securities owned by the Registering Party,
the other Purchaser, if such other Purchaser has elected to
participate in such registration, and the Tag-Along Registrant,
and, if such option is exercised by the Tag-Along Registrant, the
Registering Party shall not proceed with such registration unless
the Tag-Along Registrant is given the right so to participate.
(b) The Company and Stangeland hereby agree that
if the provisions of clause (a) of this Section 4 are complied
with, that the Company will include the Securities of the Tag-
Along Registrant in such registration on the same terms, and
subject to the same conditions, including, among other things,
delays in the filing and effectiveness of the registration,
reductions and allocations of Securities among participants in
the registration, and the payment of registration expenses, as
the terms and conditions applicable to the Purchasers pursuant to
the Purchaser Registration Rights Agreement, except as may be
otherwise expressly set forth herein.
(c) The provisions of this Section 4 shall
terminate on the date that Stangeland shall first own less than
30,000 shares of Preferred Stock; PROVIDED, HOWEVER, that if on
such date there shall be a registration of Securities previously
commenced in which Stangeland shall have delivered written notice
of his election to participate in such registration pursuant to
this Section, then the provisions of this Section shall continue
to apply and be enforceable until the earlier of (i) the sale of
Stangeland Shares pursuant to such registration, or (ii) the
withdrawal or abandonment of such registration prior to its
effectiveness.
5. LEGEND ON CERTIFICATES. Except as set forth
herein to the contrary, the following legend shall be noted
conspicuously on all certificates representing shares of
Securities issued after the date hereof which are subject to the
terms of this Agreement:
The securities represented by this certificate
have not been registered under the Securities Act
of 1933 or the securities laws of any state and
may not be sold or otherwise disposed of except
pursuant to an effective registration statement
under such Act and applicable state securities
laws or an applicable exemption to the
registration requirements of such Act or such
laws.
The Grand Union Company (the "COMPANY") will
furnish without charge to each stockholder who so
requests through the Company's principal office, a
statement of the powers, designations, preferences
and relative, participating, optional or other
special rights of each class of stock or series
thereof and the qualifications, limitations or
restrictions of such preferences and/or rights.
The securities represented by this certificate
are subject to restrictions on transfer, as
provided in: (i) a Stockholders Agreement dated
as of February 25, 1997 among the Company and the
purchasers executing the agreement (the
"AGREEMENT"); and (ii) the Company's Certificate
of Designation of Class A Convertible Preferred
Stock Setting Forth the Powers, Preferences,
Rights, Qualifications, Limitations and
Restrictions of Such Class of Preferred Stock (the
"CERTIFICATE"). Copies of the Agreement and the
Certificate are on file with the Secretary of the
Company and, upon request of any stockholder of
the Company, will be made available to said
stockholder.
The securities represented by this certificate
were issued pursuant to, and the holder hereof is
entitled to certain rights and subject to certain
obligations contained in, a Stockholders Agreement
dated as of February 25, 1997, a copy of which is
available for inspection at the principal office
of the issuer hereof, and will be furnished
without charge to the holder of such securities
upon written request.
6. CONSENT OF PURCHASERS. Each of the Purchasers
agrees to provide its consent to Stangeland's acquisition of the
Stangeland Shares on the terms and conditions set forth in the
Purchase Agreement and this Agreement.
7. ELECTION OF DIRECTORS. Stangeland hereby
agrees, for as long as a majority of the Board of Directors of
the Company shall consist of directors designated (other than
disinterested directors) by the Purchasers, that Stangeland shall
not exercise any right to which Stangeland would otherwise be
entitled pursuant to the Company's Certificate of Designation of
Class A Convertible Preferred Stock Setting Forth the Powers,
Preferences, Rights, Qualifications, Limitations and Restrictions
of Such Class of Preferred Stock to elect two directors voting
separately as a class due to defaults in dividend payments.
8. AFTER ACQUIRED SECURITIES. The provisions of
this Agreement shall apply with equal force to any additional
shares of Common Stock or Preferred Stock acquired by any
Stockholder during the term of this Agreement.
9. BINDING EFFECT. The provisions of this
Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors, assigns, heirs,
and personal representatives. Stangeland shall not sell, assign
or otherwise transfer any interest in the Securities owned by him
(other than pursuant to Sections 2, 3 or 4 hereof) unless each
such transferee becomes a party to this Agreement and agrees to
be bound by the terms hereof.
10. ENTIRE AGREEMENT. This Agreement sets forth
the entire understanding between the parties with respect to the
subject matter hereof, and supersedes any existing agreements
between them concerning such subject matter.
11. NOTICES. Any notice under or relating to this
Agreement 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:
Trefoil II: 4444 Lakeside Drive
Burbank, California 91505
Attention: Mr. Geoffrey T. Moore
Telecopy: (818) 842-3142
with a copy to: Fried, Frank, Harris, Shriver &
Jacobson
350 South Grand Avenue
Los Angeles, California 90071
Attention: David K. Robbins, Esq.
Telecopy: (213) 473-2222
GEIPPPII: GE Investment Management
Incorporated
3003 Summer Street
Stamford, Connecticut 06904
Attention: Michael Pastore, Esq.
Telecopy: (203) 326-4177
with a copy to: Dewey Ballantine
1301 Avenue of the Americas
New York, New York 10019
Attention: William J. Phillips, Esq.
Telecopy: (212) 259-6333
Stangeland: Roger Stangeland
c/o The Vons Companies, Inc.
300 North Lake Avenue
Suite 925
Pasadena, CA 91101
Telecopy: (818) 304-2873
the Company: Chief Executive Officer
The Grand Union Company
201 Willowbrook Boulevard
Wayne, NJ 07470-0966
Attention: Joseph J. McCaig
Telecopy: (201) 890-6012
with a copy to: Counsel General
The Grand Union Company
201 Willowbrook Boulevard
Wayne, New Jersey 07470-0966
Attention: John W. Schroeder, Esq.
Telecopy: (201) 890-6012
and
Fried, Frank, Harris, Shriver &
Jacobson
350 South Grand Avenue
Los Angeles, California 90071
Attention: David K. Robbins, Esq.
Telecopy: (213) 473-2222
or to such other address or facsimile number as either party may,
from time to time, designate in a written notice given in like
manner.
12. MODIFICATION. This Agreement may only be
modified by a written instrument duly executed by each party
hereto.
13. WAIVER. Any waiver by either party of a
breach of any provision of this Agreement shall not operate as or
be construed to be a waiver of any other breach of such provision
or of any breach of any other provision of this Agreement. Any
waiver of any provision of this Agreement must be in writing.
14. HEADINGS. The headings to the sections of
this Agreement are inserted for convenience only and shall not
constitute a part hereof or affect in any way the meaning or
interpretation of this Agreement.
15. SEPARABILITY. If any provision of this
Agreement is invalid, illegal or unenforceable, the balance of
this Agreement shall remain in effect, and if any provision is
inapplicable to any person or circumstance, it shall nevertheless
remain applicable to all other persons and circumstances.
16. COUNTERPARTS. This Agreement may be executed
in counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same
instrument.
17. GOVERNING LAW. This Agreement shall be
governed by, and construed in accordance with, the laws of the
State of New York.
IN WITNESS WHEREOF, the parties have duly executed
this Agreement as of the date first written above.
TREFOIL CAPITAL INVESTORS II, L.P.
By: Trefoil Investors II, Inc.
its general partner
By /s/ Geoffrey T. Moore
------------------------------
Name: Geoffrey T. Moore
Title: Managing Director
GE INVESTMENT PRIVATE PLACEMENT
PARTNERS II, A LIMITED PARTNERSHIP
By: GE Investment Management
Incorporated
By: /s/ Michael M. Pastore
------------------------------
Name: Michael M. Pastore
Title: Vice President
/s/ Roger Stangeland
----------------------------------
Roger Stangeland
THE GRAND UNION COMPANY
By: /s/ Joseph J. McCaig
------------------------------
Name: Joseph J. McCaig
Title: President and Chief
Executive Officer
ADDENDUM TO STOCKHOLDER AGREEMENT
This Addendum to Stockholder Agreement is made to that
certain Stockholder Agreement, dated as of February 25, 1997 (the
"Agreement"), among Trefoil Capital Investors II, L.P., a
Delaware limited partnership, GE Investment Private Placement
Partners II, A Limited Partnership, a Delaware limited
partnership, Roger Stangeland, an individual, and The Grand Union
Company, a Delaware corporation (the "Company").
The Stangeland Family Limited Partnership, a California
limited partnership (the "Partnership") hereby acknowledges and
agrees, in connection with its acquisition from the Company of
60,000 shares of the Class A Preferred Stock of the Company on
the date hereof, as follows:
1. The Partnership has succeeded to all of the rights, and
hereby assumes all of the obligations, of Stangeland set forth in
the Agreement.
2. The Partnership hereby agrees to be bound by all of the
terms of the Agreement formerly applicable to Stangeland, as
contemplated by Section 9 of the Agreement.
3. The term "Stangeland", wherever used in the Agreement,
shall hereafter be deemed to refer to the Partnership in all
respects.
4. The address for notices to the Partnership pursuant to
Section 11 of the Agreement is:
Stangeland: The Stangeland Family Limited Partnership
300 North Lake Avenue
Suite 925
Pasadena, CA 91101
Telecopy: (818) 304-2873
with a copy to: Munger, Tolles & Olson
355 S. Grand Avenue, 35th Floor
Los Angeles, CA 90071
Attention: Steven L. Guise, Esq.
Telecopy: (213) 683-3702
5. The Partnership has full partnership power and
authority to execute, deliver and perform this Addendum and the
Agreement, and the execution, delivery and performance of this
Addendum and the Agreement will not violate or, with or without
notice or the passage of time constitute a breach of or default
under the terms of (a) any governing agreement, certificate or
other similar document of the Partnership, (b) any law, rule or
regulation to which the Partnership is subject, or (c) any
document or instrument to which the Partnership is a party or by
which the Partnership is bound.
The undersigned, duly authorized, hereby execute this
Addendum and, thereby, the Agreement, on behalf of the
Partnership on this 20th day of March, 1997.
THE STANGELAND FAMILY LIMITED
PARTNERSHIP, a California limited
partnership
By: THE ROGER AND LILAH STANGELAND
LIVING TRUST
Its: General Partner
/s/ ROGER STANGELAND
---------------------
By: Roger Stangeland, Co-Trustee
/s/ LILAH STANGELAND
---------------------
By: Lilah Stangeland, Co-Trustee
Acknowledged and agreed as of
the date set forth above:
TREFOIL CAPITAL INVESTORS II, L.P.
By: Trefoil Investors II, Inc.
Its: General Partner
By: /s/ ROBERT G. MOSKOWITZ
-----------------------
Name: Robert G. Moskowitz
Title: Vice President
GE INVESTMENT PRIVATE PLACEMENT
PARTNERS II, A LIMITED PARTNERSHIP
By: GE Investment Management Incorporated
Its: General Partner
By: /s/ MICHAEL M. PASTORE
----------------------
Name: Michael M. Pastore
Title: Vice President
AMENDMENT NO. 1 TO THE STOCK PURCHASE AGREEMENT DATED
AS OF JULY 30, 1996, AMONG THE GRAND UNION COMPANY,
TREFOIL CAPITAL INVESTORS II, L.P., AND GE INVESTMENT
PRIVATE PLACEMENT PARTNERS II, A LIMITED PARTNERSHIP
Amendment (this "Amendment"), dated as of March 20, 1997, to
the Stock Purchase Agreement (the "July Stock Purchase
Agreement"), dated as of July 30, 1996, among each of (i) The
Grand Union Company, a Delaware corporation (the "Company"), and
(ii) Trefoil Capital Investors II, L.P., a Delaware limited
partnership ("Trefoil"), and GE Investment Private Placement
Partners II, a Limited Partnership, a Delaware limited
partnership ("GEI") (each, a "Purchaser" and, collectively, the
"Purchasers"). Capitalized terms used herein without definitions
shall have the meanings given them in the July Stock Purchase
Agreement.
WHEREAS, the Company has entered into a Stock Purchase
Agreement, dated as of February 25, 1997, as amended as of the
date hereof (the "Stangeland Stock Purchase Agreement"), between
the Company and Roger Stangeland ("Stangeland") and the parties
hereto have entered into a Stockholder Agreement (the "Stangeland
Stockholder Agreement"), dated as of February 25, 1997, among
Trefoil, GEI, Stangeland, and the Company;
WHEREAS, the Purchasers desire to amend the July Stock
Purchase Agreement for the purpose of permitting and facilitating
the transactions contemplated by the Stangeland Stock Purchase
Agreement and the Stangeland Stockholder Agreement;
NOW, THEREFORE, in consideration of the foregoing, and the
mutual agreements and covenants contained herein, the parties
hereto agree as follows:
Section 1. AMENDMENT. The July Stock Purchase Agreement
is hereby amended to add a new ARTICLE 9 - CONSENT AND WAIVER, to
read in full as follows:
"ARTICLE 9 - CONSENT AND WAIVER
Section 9.1. February Transaction Documents.
(a) Notwithstanding anything else herein to the contrary,
the Purchasers hereby authorize, approve and consent to the
issuance and sale by the Company to Roger Stangeland
("Stangeland") of 60,000 shares of the Preferred Stock (the
"Stangeland Shares"), on the terms and subject to the conditions
contained in the Stock Purchase Agreement, dated as of February
25, 1997, as amended as of March 20, 1997 (the "Stangeland Stock
Purchase Agreement"), between the Company and Stangeland and the
Stockholder Agreement (the "Stangeland Stockholder Agreement" and
collectively with the Stangeland Stock Purchase Agreement, the
"February Transaction Documents"), dated as of February 25, 1997,
between Trefoil, GEI, Stangeland, and the Company, and the
issuance of additional shares of the Preferred Stock, or common
stock of the Company, as dividends on outstanding shares of the
Preferred Stock, as provided in the Certificate of Designation
filed with the Secretary of State of the State of Delaware on
September 5, 1996, setting forth the terms of the Preferred
Stock.
(b) The Company shall issue and sell the Stangeland Shares
as set forth in the preceding paragraph. The Purchasers hereby
acknowledge and agree that the issuance and sale of the
Stangeland Shares is made by the Company pursuant to and in
accordance with this Agreement, as amended.
(c) The issuance and sale of the Stangeland Shares shall be
in addition to, and not in lieu of, the shares of Preferred Stock
to be purchased by the Purchasers hereunder. Except as
specifically set forth in this Amendment, Stangeland shall not be
deemed to be a beneficiary of this Agreement in any respect, or a
successor to, assignee of, or otherwise entitled to enforce any
of the rights or obligations of any of the parties to this
Agreement."
Section 2. Miscellaneous.
-------------
(a) NOTICES. Any notice under or relating to this
Amendment 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:
Trefoil II: 4444 Lakeside Drive
Burbank, California 91505
Attention: Mr. Geoffrey T. Moore
Telecopy: (818) 842-3142
with a copy to: Fried, Frank, Harris, Shriver & Jacobson
350 South Grand Avenue
Los Angeles, California 90071
Attention: David K. Robbins, Esq.
Telecopy: (213) 473-2222
GEIPPPII: GE Investment Management Incorporated
3003 Summer Street
Stamford, Connecticut 06904
Attention: Michael Pastore, Esq.
Telecopy: (203) 326-4177
with a copy to: Dewey Ballantine
1301 Avenue of the Americas
New York, New York 10019
Attention: William J. Phillips, Esq.
Telecopy: (212) 259-6333
the Company: Chief Executive Officer
The Grand Union Company
201 Willowbrook Boulevard
Wayne, NJ 07470-0966
Attention: Joseph J. McCaig
Telecopy: (201) 890-6012
with a copy to: General Counsel
The Grand Union Company
201 Willowbrook Boulevard
Wayne, New Jersey 07470-0966
Attention: John W. Schroeder, Esq.
Telecopy: (201) 890-6012
and
Ropes & Gray
One International Place
Boston, MA 02110
Attention: Winthrop G. Minot, Esq.
Telecopy: (617) 951-7050
and
Fried, Frank, Harris, Shriver & Jacobson
350 South Grand Avenue
Los Angeles, California 90071
Attention: David K. Robbins, Esq.
Telecopy: (213) 473-2222
or to such other address or facsimile number as either party may,
from time to time, designate in a written notice given in like
manner.
(b) BINDING EFFECT. The provisions of this Amendment
shall be binding upon and inure to the benefit of the parties
hereto and their respective successors, assigns, heirs, and
personal representatives.
(c) MODIFICATION. This Amendment may only be modified
by a written instrument duly executed by each party hereto.
(d) WAIVER. Any waiver by either party of a breach of
any provision of this Amendment shall not operate as or be
construed to be a waiver of any other breach of such provision or
of any breach of any other provision of this Amendment. Any
waiver of any provision of this Amendment must be in writing.
(e) HEADINGS. The headings to the sections of this
Amendment are inserted for convenience only and shall not
constitute a part hereof or affect in any way the meaning or
interpretation of this Amendment.
(f) SEPARABILITY. If any provision of this Amendment
is invalid, illegal or unenforceable, the balance of this
Amendment shall remain in effect, and if any provision is
inapplicable to any person or circumstance, it shall nevertheless
remain applicable to all other persons and circumstances.
(g) COUNTERPARTS. This Amendment may be executed in
counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.
(h) GOVERNING LAW. This Agreement shall be governed
by, and construed in accordance with, the laws of the State of
New York applicable to contracts executed and to be fully
performed within the State of New York.
IN WITNESS WHEREOF, the parties have duly executed this
Amendment as of the date first written above.
TREFOIL CAPITAL INVESTORS II, L.P.
By: Trefoil Investors II, Inc.
its general partner
By: /s/ Robert G. Moskowitz
----------------------------
Name: Robert G. Moskowitz
Title: Vice President
GE INVESTMENT PRIVATE PLACEMENT
PARTNERS II, A LIMITED PARTNERSHIP
By: GE Investment Management
Incorporated
By: /s/ Michael M. Pastore
----------------------------
Name: Michael M. Pastore
Title: Vice President
THE GRAND UNION COMPANY
By: /s/ Joseph J. McCaig
----------------------------
Name: Joseph J. McCaig
Title: President and Chief
Executive Officer
[Letterhead of Fried, Frank, Harris, Shriver & Jacobson]
March 21, 1997
By EDGAR
- - --------
Securities and Exchange Commission
450 Fifth Street
Washington, D.C. 20549
Re: The Grand Union Company; Amendment No. 3 to Schedule 13D
---------------------------------------------------------
Gentlemen and Ladies:
Transmitted herewith for filing on behalf of Trefoil Investors
II, Inc., a Delaware corporation ("Trefoil") and the other reporting
persons named therein (the "Reporting Persons"), in accordance with
Regulation S-T under the Securities Exchange Act of 1934, as amended,
is Amendment No. 3 to the Schedule 13D filed on August 12, 1996 (the
"Schedule 13D") by the Reporting Persons, with regard to beneficial
ownership of the common stock, $1.00 par value (the "Common Stock")
of The Grand Union Company, a Delaware corporation.
No fee is required in connection with this filing, and the
original Schedule 13D was submitted by electronic filing.
Please contact the undersigned at (213) 473-2055 or David
Robbins at (213) 473-2005 if you have any questions or comments
regarding this filing.
Very truly yours,
/s/ Lauren Firestone
--------------------
Lauren Firestone
cc: The Grand Union Company
Michael J. McConnell
Michael M. Pastore
Joseph A. Smith
David K. Robbins
National Association of Securities Dealers, Inc.
