UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934*
AMENDMENT NO. 2
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. Michael Pastore, Esq.
Fried, Frank, Harris, Shriver General Electric Investment
& Jacobson Corporation
350 South Grand Avenue 3003 Summer Street
32nd Floor Stamford, Connecticut 06904
Los Angeles, CA 90071 (203) 326-2312
(213) 473-2005
- ------------------------------ -----------------------------
(Name, Address and Telephone Number of Persons Authorized to
Receive Notices and Communications)
February 25, 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 Page 2 of 16 Pages
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 6,964,534.96
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
0
OWNED BY
9 SOLE DISPOSITIVE POWER
EACH
6,964,534.96
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
11 AGGREGATE AMOUNT OF BENEFICIALLY OWNED BY EACH REPORTING
PERSON
13,929,069.91
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)
58.21%
14 TYPE OF REPORTING PERSON*
PN
SCHEDULE 13D
CUSIP No. 336532303 Page 3 of 16 Pages
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 6,964,534.96
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
0
OWNED BY
9 SOLE DISPOSITIVE POWER
EACH
0
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH 6,964,534.96
11 AGGREGATE AMOUNT OF BENEFICIALLY OWNED BY EACH REPORTING
PERSON
13,929,069.91
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)
58.21%
14 TYPE OF REPORTING PERSON*
CO
SCHEDULE 13D
CUSIP No. 336532303 Page 4 of 16 Pages
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
BENEFICIALLY 8 SHARED VOTING POWER
0
OWNED BY
9 SOLE DISPOSITIVE POWER
EACH
0
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH 6,964,534.96
11 AGGREGATE AMOUNT OF BENEFICIALLY OWNED BY EACH REPORTING
PERSON
13,929,069.91
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)
58.21%
14 TYPE OF REPORTING PERSON*
PN
SCHEDULE 13D
CUSIP No. 336532303 Page 5 of 16 Pages
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
BENEFICIALLY 8 SHARED VOTING POWER
0
OWNED BY
9 SOLE DISPOSITIVE POWER
EACH
0
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH 6,964,534.96
11 AGGREGATE AMOUNT OF BENEFICIALLY OWNED BY EACH REPORTING
PERSON
13,929,069.91
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)
58.21%
14 TYPE OF REPORTING PERSON*
CO
SCHEDULE 13D
CUSIP No. 336532303 Page 6 of 16 Pages
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
BENEFICIALLY 8 SHARED VOTING POWER
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
13,929,069.91
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)
58.21%
14 TYPE OF REPORTING PERSON*
CO
SCHEDULE 13D
CUSIP No. 336532303 Page 7 of 16 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TRUSTEES OF GENERAL ELECTRIC PENSION TRUST
EIN: 14-6016763
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
BENEFICIALLY 8 SHARED VOTING POWER
0
OWNED BY
9 SOLE DISPOSITIVE POWER
EACH
0
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH 6,964,534.96
11 AGGREGATE AMOUNT OF BENEFICIALLY OWNED BY EACH REPORTING
PERSON
13,929,069.91
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)
58.21%
14 TYPE OF REPORTING PERSON*
EP
SCHEDULE 13D
CUSIP No. 386532303 Page 8 of 16 Pages
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
7 SOLE VOTING POWER
NUMBER OF
SHARES 6,964,534.96
BENEFICIALLY 8 SHARED VOTING POWER
0
OWNED BY
9 SOLE DISPOSITIVE POWER
EACH
REPORTING 6,964,534.96
PERSON 10 SHARED DISPOSITIVE POWER
WITH
0
11 AGGREGATE AMOUNT OF BENEFICIALLY OWNED BY EACH REPORTING
PERSON
13,929,069.91
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* []
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
58.21%
14 TYPE OF REPORTING PERSON*
PN
SCHEDULE 13D
CUSIP No. 386532303 Page 9 of 16 Pages
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
SHARES 6,964,534.96
BENEFICIALLY 8 SHARED VOTING POWER
0
OWNED BY
9 SOLE DISPOSITIVE POWER
EACH
REPORTING 6,964,534.96
PERSON 10 SHARED DISPOSITIVE POWER
WITH
0
11 AGGREGATE AMOUNT OF BENEFICIALLY OWNED BY EACH REPORTING
PERSON
13,929,069.91
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)
58.21%
14 TYPE OF REPORTING PERSON*
CO
SCHEDULE 13D
CUSIP No. 386532303 Page 10 of 16 Pages
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
SHARES DISCLAIMED (SEE 11 BELOW)
BENEFICIALLY 8 SHARED VOTING POWER
0
OWNED BY
9 SOLE DISPOSITIVE POWER
EACH
REPORTING DISCLAIMED (SEE 11 BELOW)
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. 2 is filed on behalf of Trefoil
Capital Investors II, L.P., a Delaware limited partnership
("Trefoil"), Trefoil Investors II, Inc., a Delaware corporation
("Trefoil III"), Sigma Hedge Partners, G.P., a Delaware
partnership ("Sigma"), Delta PT Investors Corporation, a Delaware
corporation ("Delta"), Epsilon Equities, Inc., a Delaware
corporation ("Epsilon"), the Trustees of General Electric Pension
Trust, a New York common law trust ("GEPT"), 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 (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") to be 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 3. SOURCE AND AMOUNT OF FUNDS OR OTHER
CONSIDERATION
-----------------------------------
Item 3 of the Schedule 13D is hereby amended and
supplemented to add the following:
Pursuant to the Stock Purchase Agreement, on February
25, 1997 the Company, Trefoil and GEI consummated the Third
Closing (as defined in the Stock Purchase Agreement), thereby
purchasing an aggregate of 400,000 shares of the Preferred Stock
for $20,000,000.
The funds used to purchase the shares of Preferred Stock
were obtained as follows:
Trefoil. The total amount of funds required by Trefoil
to purchase the Preferred Stock to be purchased by it in
connection with the Third Closing (as defined in the Stock
Purchase Agreement) pursuant to the Stock Purchase Agreement is
$20 million. Sigma obtained the necessary funds from capital
contributions by its partners. Trefoil III, Delta and Epsilon
each obtained the necessary funds to make their respective capital
contributions from capital contributions by their respective
stockholders. GEPT obtained the necessary funds to make its
capital contributions from plan assets.
GEI. The total amount of funds required by GEI to
purchase the Preferred Stock to be purchased by it in connection
with the Third Closing (as defined in the Stock Purchase
Agreement) pursuant to the Stock Purchase Agreement is $20
million. GEI obtained the necessary funds from capital
contributions from its partners.
ITEM 4. PURPOSE OF TRANSACTION.
----------------------
Item 4 of the Schedule 13D is hereby amended and
supplemented to add the following:
Pursuant to the Stock Purchase Agreement, on
February 25, 1997, the Company, Trefoil and GEI consummated the
Third Closing (as defined in the Stock Purchase Agreement),
thereby purchasing an aggregate of 400,000 shares of the
Preferred Stock for $20,000,000.
Subject to the foregoing and to the response to Item 5
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(a) of the Schedule 13D is hereby amended to read
in its entirety as follows:
(a) For purposes of Rule 13d-3 under the Exchange Act,
by virtue of the Stock Purchase Agreement, each of Trefoil and
GEI may be deemed to be the beneficial owner of an aggregate of
13,929,069.91 shares of Common Stock into which the aggregate
2,000,000 shares of the Preferred Stock to be purchased by them
pursuant to the Stock Purchase Agreement, plus all additional
shares of Preferred Stock issued to the Purchasers as payment of
dividends on Preferred Stock, are convertible. To date, there
have been two distributions of dividends on Preferred Stock. On
September 30, 1996, the Company paid the first quarterly dividend
on Preferred Stock through the issuance of 1,322 shares of
Preferred Stock to each of the Purchasers. On December 31, 1996,
the Company paid the second quarterly dividend on Preferred Stock
through the issuance of 8,528 additional shares of Preferred
Stock to each of the Purchasers.<FN1>
Each of Trefoil and GEI has agreed pursuant to the Stock
Purchase Agreement to purchase 1,000,000 shares of the Preferred
Stock , and as described above, has been issued an additional
9,850 shares of Preferred Stock as payment of dividends, the sum
of which is
<FN1> Fractional shares of Preferred Stock were not issued
in connection with such dividend payments; however, the
Purchasers will be credited for accrued but unissued
fractional shares on a cumulative basis as subsequent
dividends are paid.
convertible into 6,964,534.96 shares of Common Stock. The
aggregate 13,929,069.91 shares of Common Stock beneficially owned
by the Purchasers, if outstanding, would constitute approximately
58.21%<FN2> of the total number of shares of Common Stock
outstanding.
<FN2> Based on 10,000,000 shares of Common Stock outstanding
as of July 30, 1996, as represented by the Company in
the Stock Purchase Agreement, and a conversion price
of $7.25 per share of Common Stock, determined as of
the date of the Principal Closing in accordance with
the terms of the Certificate of Designation of the
Preferred Stock.
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: February 27, 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: February 27, 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/ John H. Myers
------------------------------
Name: John H. Myers
Title: Trustee
