UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934*
AMENDMENT NO. 4
The Grand Union Company
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(Name of Issuer)
Common Stock (Par Value $ 1.00 Per Share)
(Upon Conversion of Class A Convertible Preferred Stock)
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(Title of Class of Securities)
386532303
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(CUSIP Number)
David K. Robbins, Esq.
Fried, Frank, Harris, Shriver Michael Pastore, Esq.
& Jacobson General Electric Investment
350 South Grand Avenue Corporation
32nd Floor 3003 Summer Street
Los Angeles, CA 90071 Stamford, Connecticut 06904
(213) 473-2005 (203) 326-2312
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(Name, Address and Telephone Number of Persons Authorized to
Receive Notices and Communications)
May 28, 1997
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(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.
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Item 1 of the Schedule 13D is hereby amended and
supplemented to add the following:
This Amendment No. 4 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, and Amendment No. 3 thereto
filed on March 21, 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"). Capitalized terms used herein
without definition shall have the meanings given them in the
Schedule 13D.
ITEM 4. PURPOSE OF TRANSACTION.
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Item 4 of the Schedule 13D is hereby amended and
supplemented to add the following:
The Company has requested that the Purchasers consider
accelerating their purchase of the remaining $40 million of
Preferred Stock currently scheduled to occur in equal
installments of $20 million on August 25, 1997 and February 25,
1988 pursuant to the Stock Purchase Agreement. The Purchasers
have begun negotiations with a Special Committee of the Board of
Directors of the Company as to terms on which the Purchasers
might consider accelerating one or both of the remaining closings
under the Stock Purchase Agreement.
There can be no assurance as to whether or when any
agreement with respect to an accelerated investment by the
Purchasers in the Company may be reached, or as to the terms of
any such agreement.
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: May 29, 1997
TREFOIL CAPITAL INVESTORS II, L.P.
By: Trefoil Investors II, Inc.,
a general partner
By: /s/ Geoffrey T. Moore
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Name: Geoffrey T. Moore
Title: Vice President
TREFOIL INVESTORS II, INC.
By: /s/ Geoffrey T. Moore
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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: May 29, 1997
GE INVESTMENT PRIVATE PLACEMENT
PARTNERS II, A LIMITED PARTNERSHIP
By: GE Investment Management
Incorporated,
as general partner
By: /s/ Michael M. Pastore
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Name: Michael M. Pastore
Title: Vice President
GE INVESTMENT MANAGEMENT
INCORPORATED
By: /s/ Michael M. Pastore
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Name: Michael M. Pastore
Title: Vice President
GENERAL ELECTRIC COMPANY
By: /s/ John H. Myers
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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
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Name: Michael M. Pastore
Title: Vice President
DELTA PT INVESTORS CORPORATION
By: /s/ Michael M. Pastore
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Name: Michael M. Pastore
Title: Vice President
EPSILON EQUITIES, INC.
By: /s/ Michael M. Pastore
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Name: Michael M. Pastore
Title: Vice President
GENERAL ELECTRIC PENSION TRUST
By: /s/ Alan M. Lewis
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Name: Alan M. Lewis
Title: Trustee
