UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)*
The Grand Union Company
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $1.00 per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
386532303
- --------------------------------------------------------------------------------
(CUSIP Number)
Michael M. Pastore, Esq. GE Investment Management Incorporated
3003 Summer Street, Stamford CT 06905 Ph. (203) 326-2312
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
May 15, 1998
- --------------------------------------------------------------------------------
(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 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).
Potential persons who are to respond to the collection of information contained
in this form are not required to respond unless the form displays a currently
valid OMR control number.
<PAGE>
- --------------------------------------------------------------------------------
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
Trefoil Capital Investors II, L.P. (EIN 95-4499689)
- --------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
--------------------------------------------------------------------
(b) X
- --------------------------------------------------------------------------------
3. SEC Use Only
- --------------------------------------------------------------------------------
4. Source of Funds (See Instructions) OO
- --------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
- --------------------------------------------------------------------------------
6. Citizenship or Place of Organization
- --------------------------------------------------------------------------------
Delaware
- --------------------------------------------------------------------------------
Number of 7. Sole Voting Power 17,610,674
Shares
Beneficially 8. Shared Voting Power 0
Owned by
Each 9. Sole Dispositive Power 17,610,674
Reporting
Persons With 10. Shared Dispositive Power 0
11. Aggregate Amount Benefically Owned by Each Reporting Person 35,221,348
- --------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) Not Applicable
- --------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11) 77.57%
- --------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions) PN
- --------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
Trefoil Investors II, Inc. (EIN 95-4498559)
- --------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
--------------------------------------------------------------------
(b) X
- --------------------------------------------------------------------------------
3. SEC Use Only
- --------------------------------------------------------------------------------
4. Source of Funds (See Instructions) 00
- --------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
- --------------------------------------------------------------------------------
6. Citizenship or Place of Organization
- --------------------------------------------------------------------------------
Delaware
- --------------------------------------------------------------------------------
Number of 7. Sole Voting Power 17,610,674
Shares
Beneficially 8. Shared Voting Power 0
Owned by
Each 9. Sole Dispositive Power 0
Reporting
Persons With 10. Shared Dispositive Power 17,610,674
11. Aggregate Amount Benefically Owned by Each Reporting Person 35,221,348
- --------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) Not Applicable
- --------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11) 77.57%
- --------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions) CO
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<PAGE>
- --------------------------------------------------------------------------------
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
Sigma Hedge Partners, G.P. (EIN 06-1420583)
- --------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
--------------------------------------------------------------------
(b) X
- --------------------------------------------------------------------------------
3. SEC Use Only
- --------------------------------------------------------------------------------
4. Source of Funds (See Instructions) 00
- --------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
- --------------------------------------------------------------------------------
6. Citizenship or Place of Organization
- --------------------------------------------------------------------------------
Delaware
- --------------------------------------------------------------------------------
Number of 7. Sole Voting Power 0
Shares
Beneficially 8. Shared Voting Power 0
Owned by
Each 9. Sole Dispositive Power 0
Reporting
Persons With 10. Shared Dispositive Power 17,610,674
11. Aggregate Amount Benefically Owned by Each Reporting Person 35,221,348
- --------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) Not Applicable
- --------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11) 77.57%
- --------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions) PN
- --------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
Delta PT Investors Corporation (EIN 06-1420580)
- --------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
--------------------------------------------------------------------
(b) X
- --------------------------------------------------------------------------------
3. SEC Use Only
- --------------------------------------------------------------------------------
4. Source of Funds (See Instructions) 00
- --------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
- --------------------------------------------------------------------------------
6. Citizenship or Place of Organization
- --------------------------------------------------------------------------------
Delaware
- --------------------------------------------------------------------------------
Number of 7. Sole Voting Power 0
Shares
Beneficially 8. Shared Voting Power 0
Owned by
Each 9. Sole Dispositive Power 0
Reporting
Persons With 10. Shared Dispositive Power 17,610,674
11. Aggregate Amount Benefically Owned by Each Reporting Person 35,221,348
- --------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) Not Applicable
- --------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11) 77.57%
- --------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions) CO
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<PAGE>
- --------------------------------------------------------------------------------
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
Epsilon Equities, Inc. (EIN 06-1420581)
- --------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
--------------------------------------------------------------------
(b) X
- --------------------------------------------------------------------------------
3. SEC Use Only
- --------------------------------------------------------------------------------
4. Source of Funds (See Instructions) 00
- --------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
- --------------------------------------------------------------------------------
6. Citizenship or Place of Organization
- --------------------------------------------------------------------------------
Delaware
- --------------------------------------------------------------------------------
Number of 7. Sole Voting Power 0
Shares
Beneficially 8. Shared Voting Power 0
Owned by
Each 9. Sole Dispositive Power 0
Reporting
Persons With 10. Shared Dispositive Power 0
11. Aggregate Amount Benefically Owned by Each Reporting Person 35,221,348
- --------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) Not Applicable
- --------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11) 77.57%
- --------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions) CO
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<PAGE>
- --------------------------------------------------------------------------------
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
Trustees of General Electric Pension Trust (EIN 14-6015763)
- --------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
--------------------------------------------------------------------
(b) X
- --------------------------------------------------------------------------------
3. SEC Use Only
- --------------------------------------------------------------------------------
4. Source of Funds (See Instructions) 00
- --------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
- --------------------------------------------------------------------------------
6. Citizenship or Place of Organization
- --------------------------------------------------------------------------------
New York
- --------------------------------------------------------------------------------
Number of 7. Sole Voting Power 0
Shares
Beneficially 8. Shared Voting Power 0
Owned by
Each 9. Sole Dispositive Power 0
Reporting
Persons With 10. Shared Dispositive Power 17,610,674
11. Aggregate Amount Benefically Owned by Each Reporting Person 35,221,348
- --------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) Not Applicable
- --------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11) 77.57%
- --------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions) EP
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<PAGE>
- --------------------------------------------------------------------------------
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
GE Investment Private Placement Partners II, a Limited Partnership
(EIN 06-1429671)
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
--------------------------------------------------------------------
(b) X
- --------------------------------------------------------------------------------
3. SEC Use Only
- --------------------------------------------------------------------------------
4. Source of Funds (See Instructions) 00
- --------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
- --------------------------------------------------------------------------------
6. Citizenship or Place of Organization
- --------------------------------------------------------------------------------
Delaware
- --------------------------------------------------------------------------------
Number of 7. Sole Voting Power 17,610,674
Shares
Beneficially 8. Shared Voting Power 0
Owned by
Each 9. Sole Dispositive Power 17,610,674
Reporting
Persons With 10. Shared Dispositive Power 0
11. Aggregate Amount Benefically Owned by Each Reporting Person 35,221,348
- --------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) Not Applicable
- --------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11) 77.57%
- --------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions) PN
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<PAGE>
- --------------------------------------------------------------------------------
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
GE Investment Management Incorporated (EIN 06-1238874)
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
--------------------------------------------------------------------
(b) X
- --------------------------------------------------------------------------------
3. SEC Use Only
- --------------------------------------------------------------------------------
4. Source of Funds (See Instructions) Not Applicable
- --------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
- --------------------------------------------------------------------------------
6. Citizenship or Place of Organization
- --------------------------------------------------------------------------------
Delaware
- --------------------------------------------------------------------------------
Number of 7. Sole Voting Power 17,610,674
Shares
Beneficially 8. Shared Voting Power 0
Owned by
Each 9. Sole Dispositive Power 17,610,674
Reporting
Persons With 10. Shared Dispositive Power 0
11. Aggregate Amount Benefically Owned by Each Reporting Person 35,221,348
- --------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) Not Applicable
- --------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11) 77.57%
- --------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions) CO
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<PAGE>
- --------------------------------------------------------------------------------
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
General Electric Company (EIN 14-0689340)
- --------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
--------------------------------------------------------------------
(b) X
- --------------------------------------------------------------------------------
3. SEC Use Only
- --------------------------------------------------------------------------------
4. Source of Funds (See Instructions) Not Applicable
- --------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) X
- --------------------------------------------------------------------------------
6. Citizenship or Place of Organization
- --------------------------------------------------------------------------------
New York
- --------------------------------------------------------------------------------
Number of 7. Sole Voting Power Disclaimed (see 11 below)
Shares
Beneficially 8. Shared Voting Power 0
Owned by
Each 9. Sole Dispositive Power Disclaimed (see 11 below)
Reporting
Persons With 10. Shared Dispositive Power 0
11. Aggregate Amount Benefically Owned by Each Reporting Person Beneficial
ownership of all shares disclaimed by General Electric Company
- --------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) Not Applicable
- --------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11) Not Applicable
- --------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions) CO
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<PAGE>
ITEM 1. Security and Issuer.
Item 1 of the Schedule 13D is hereby amended and supplemented to add
the following:
This Amendment No. 9 amends and supplements the Statement on Schedule 13D filed
by Trefoil Capital Investors II, L.P., a Delaware limited partnership
("Trefoil"), Trefoil Investors II, Inc., a Delaware corporation ("Trefoil II"),
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 Investment Private Placement
Partners II, A Limited Partnership, a Delaware limited partnership ("GEIPPPII"),
GE Investment Management Incorporated, a Delaware corporation ("GEIM") and
General Electric Company, a New York corporation ("GE") (collectively, the
"Reporting Persons"), with the Securities and Exchange Commission ("SEC") on
August 12, 1996 and 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, Amendment No. 5 thereto filed on June 10, 1997, Amendment No. 6
thereto filed on June 13, 1997, Amendment No. 7 thereto filed on April 28,
1998 and Amendment No. 8 thereto filed on May 18,1998 (as amended, 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 ("Class A Stock") and shares of Class B Convertible
Preferred Stock, par value $1.00 per share ("Class B Stock"). Capitalized terms
used herein shall have the meanings given to them in the Schedule 13D.
The Reporting Persons have entered into a Joint Filing Agreement,
dated as of May 22, 1998, attached hereto as Schedule I.
ITEM 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.
Item 6 of the Schedule 13D is hereby amended and supplemented to add
the following:
On May 15, 1998, the holders of the Company's Preferred Stock signed
an agreement (the "Agreement") with the Company pursuant to which each such
holder agreed, in the absence of certain specified events, to vote to accept a
proposed plan of reorganization to be filed with the United States Bankruptcy
Court. The proposed plan of reorganization provides for the issuance to such
holders of certain warrants to purchase new common stock of the restructured
Company, as described under Item 4 of Amendment No. 8 to this Schedule 13D,
which is incorporated herein by reference.
The foregoing description of the Agreement is qualified in its
entirety by reference to the full text thereof, filed as Exhibit 1 hereto and
incorporated herein by reference.
ITEM 7. Material to be Filed as Exhibits.
Exhibit 1 - Agreement, dated as of May 15, 1998, among The Grand Union
Company; GE Investment Private Placement Partners II, A
Limited Partnership; Trefoil Capital Investors II, L.P.; and
The Roger Stangeland Family Limited Partnership
Page 12 of 23
<PAGE>
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 22, 1998
TREFOIL CAPITAL INVESTORS II, L.P.
By: Trefoil Investors II, Inc.,
a general partner
By: /s/ Michael J. McConnell
--------------------------------
Name: Michael J. McConnell
Title: Vice President
Page 13 of 23
<PAGE>
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 22, 1998
TREFOIL INVESTORS II, INC.
By: /s/ Michael J. McConnell
--------------------------------
Name: Michael J. McConnell
Title: Vice President
Page 14 of 23
<PAGE>
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 22, 1998
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
Page 15 of 23
<PAGE>
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 22, 1998
DELTA PT INVESTORS CORPORATION
By: /s/ Michael M. Pastore
--------------------------------
Name: Michael M. Pastore
Title: Vice President
Page 16 of 23
<PAGE>
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 22, 1998
EPSILON EQUITIES, INC.
By: /s/ Michael M. Pastore
--------------------------------
Name: Michael M. Pastore
Title: Vice President
Page 17 of 23
<PAGE>
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 22, 1998
TRUSTEES OF GENERAL ELECTRIC
PENSION TRUST
By: /s/ Alan M. Lewis
--------------------------------
Name: Alan M. Lewis
Title: Trustee
Page 18 of 23
<PAGE>
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 22, 1998
GE INVESTMENT PRIVATE
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
Page 19 of 23
<PAGE>
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 22, 1998
GE INVESTMENT MANAGEMENT
INCORPORATED
By: /s/ Michael M. Pastore
--------------------------------
Name: Michael M. Pastore
Title: Vice President
Page 20 of 23
<PAGE>
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 22, 1998
GENERAL ELECTRIC COMPANY
By: /s/ John H. Myers
--------------------------------
Name: John H. Myers
Title: Vice President
Page 21 of 23
<PAGE>
Schedule I
JOINT FILING AGREEMENT
This will confirm the agreement by and among all the undersigned
that the Amendment No. 9 to the Schedule 13D filed on this date with respect to
the beneficial ownership by the undersigned of shares of Common Stock of The
Grand Union Company is being filed on behalf of each of the undersigned. This
Agreement may be executed in two or more counterparts, each of which shall be
deemed an original, but all of which shall constitute one and the same
instrument.
Dated: May 22, 1998
TREFOIL CAPITAL INVESTORS II, L.P.
By: Trefoil Investors II, Inc.,
a general partner
By: Michael J. McConnell
--------------------------------
Name: Michael J. McConnell
Title: Vice President
TREFOIL INVESTORS II, INC.
By: /s/ Michael J. McConnell
--------------------------------
Name: Michael J. McConnell
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
Page 22 of 23
<PAGE>
TRUSTEES OF GENERAL ELECTRIC
PENSION TRUST
By: /s/ Alan M. Lewis
--------------------------------
Name: Alan M. Lewis
Title: Trustee
GE INVESTMENT PRIVATE
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
Page 23 of 23
EXHIBIT 1
AGREEMENT
AGREEMENT (the "Agreement"), dated as of May 15, 1998, between The
Grand Union Company, a Delaware corporation (the "Company"), and each other
signatory party hereto (individually, a "Holder").
WHEREAS, the Company intends to solicit consents to a prepackaged
bankruptcy case pursuant to section 3(a)(9) of the Securities Act of 1933, as
amended (the "Solicitation"), based upon the terms and provisions of that
certain plan support agreement (the "Plan Support Agreement") and that certain
plan proposal (annexed as exhibit A to the plan support agreement), each of
which is dated as of March 30, 1998, between the Company and certain beneficial
owners (and/or an agent, advisor, affiliate, manager or authorized
representative of such beneficial owner(s) (each a "Noteholder and collectively,
the "Noteholders")) of the Company's 12% Senior Notes due September 1, 2004, as
amended by Modification Nos. 1 and 2 to Plan Support Agreement, dated April 29,
1998 and May 15, 1998, respectively (collectively, the "Plan Proposal");
WHEREAS, immediately following the Solicitation, the Company intends
to commence a voluntary case (the "Chapter 11 Case") under chapter 11 of title
11 of the United States Code and contemporaneously therewith propose a plan of
reorganization (the "Plan of Reorganization") and a disclosure statement
relating thereto (the "Disclosure Statement") whose terms shall incorporate the
Plan Proposal;
WHEREAS, each of the Holders is an owner of the Company's Class A
and/or Class B Convertible Preferred Stock (the "Preferred Stock"; and the
interests evidenced by such Preferred Stock, including any common stock
interests held after a conversion of the Preferred Stock into common stock, the
"Preferred Stock Interests");
WHEREAS, the Plan Proposal has been amended in the form attached
hereto as Annex A, among other reasons, to change the distribution to be
received by the Holders;
WHEREAS, the Plan Proposal is acceptable in all respects to each of
the Holders;
<PAGE>
NOW, THEREFORE, in consideration of the foregoing, the parties
hereto agree as follows:
SECTION 1. VOTE IN FAVOR OF THE PLAN
(a) So long as no Termination Event shall have occurred, each Holder
agrees (i) pursuant to the Solicitation, and unless such Holder shall have
transferred its Preferred Stock Interests pursuant to Section 2 hereof, to vote
its Preferred Stock Interests to accept the Plan of Reorganization, (ii) not to
consent to, or vote for any, plan of reorganization or plan of liquidation other
than the Plan of Reorganization; and (iii) to the distribution to be provided to
the holders of the Company's common stock under the Plan of Reorganization.
(b) So long as no Termination Event shall have occurred, each Holder
shall not object to or otherwise commence any proceeding to oppose or object to
the Plan of Reorganization or the Disclosure Statement; provided, however, that
no Holder shall be barred from objecting to the Disclosure Statement on the
grounds that such document contains a material misstatement or omission; and
provided further, however, that the Plan of Reorganization may not be modified
or amended if such modification or amendment, or any combination thereof, shall
constitute a Material Adverse Change. "Material Adverse Change" means any
modification or amendment of the Plan of Reorganization proposed or supported by
the Company or any Noteholder or Noteholders, such that, after giving effect
thereto, the Plan of Reorganization contains terms that are different from those
provided in the Plan Proposal and which in the reasonable judgment of such
Holder materially and adversely affects the treatment of or the value of
distributions in respect of such Holders' Preferred Stock Interests, unless such
Holder agrees to such terms.
SECTION 2. TRANSFER OF PREFERRED STOCK INTERESTS. Each Holder shall
not, directly or indirectly, sell, assign, hypothecate, grant an option on, or
otherwise dispose of (collectively, "transfer") any of the Preferred Stock
Interests held by such Holder on the date hereof; provided, however, that each
Holder shall be permitted to transfer any or all of its Preferred Stock
Interests (i) to any entity that agrees in a writing, in form and substance
reasonably satisfactory to the Company, to be bound by the terms of this
Agreement, (ii) after the occurrence of a Termination Event or (iii) after the
date established as the voting deadline under the Solicitation, provided,
however, that a Holder may transfer Preferred Stock Interests after the
commencement of the Solicitation but prior to the Voting Deadline, if prior to
such
2
<PAGE>
transfer, the Holder executes and delivers to the Company's voting agent an
irrevocable ballot to accept the Plan of Reorganization.
SECTION 3. REPRESENTATION OF OWNERSHIP. Each Holder represents that
it owns the Preferred Stock Interests set forth under its signature.
SECTION 4. TERMINATION OF OBLIGATIONS. The obligations of each
Holder hereunder shall terminate and be of no further force and effect if one of
the following termination events (each a "Termination Event") occurs:
(a) the Company shall not have commenced the Solicitation on or
before May 31, 1998;
(b) the Company shall not have commenced the Chapter 11 Case and
filed the Plan of Reorganization and Disclosure Statement with the United States
Bankruptcy Court (the "Bankruptcy Court") on or before June 30, 1998;
(c) the Company and the Holders shall have failed to reach agreement
in good faith prior to May 31, 1998 regarding definitive documentation of the
Plan of Reorganization and the Disclosure Statement;
(d) the Company shall file with a court a plan of reorganization, or
an amendment to the Plan of Reorganization, that contains, or results in, a
Material Adverse Change;
(e) the waiver, dated as of February 25, 1998 (the "Waiver") to the
Amended and Restated Credit Agreement, dated as of June 15, 1995 (as amended,
the "Credit Agreement"), or any extension to the Waiver, shall have expired or
there shall have occurred an event of default under the Credit Agreement after
the date hereof (other than an event of default caused by the commencement of
the Chapter 11 Case) that remains unwaived or uncured for five business days
and, in each of the foregoing events, the banks under the Credit Agreement shall
have refused to provide the Company with funds under the Credit Agreement;
(f) the Bankruptcy Court shall not have confirmed the Plan of
Reorganization on or before August 15, 1998;
(g) the Plan of Reorganization shall not have become effective on or
before August 31, 1998;
3
<PAGE>
(h) the Company shall have filed any motion or other pleading, or
otherwise shall have brought any action or proceeding, challenging or objecting
to the Preferred Stock Interests of a Holder or otherwise seeking any recovery
from, or injunctive relief against, a Holder (other than with respect to any
alleged or actual breach by a Holder of the terms of this Agreement or any other
agreement between the Company and such Holder);
(i) the Chapter 11 Case shall have been dismissed or converted to a
case under Chapter 7 of the Bankruptcy Code; or
(j) an examiner with enlarged powers relating to the operation of
the Company's business (powers beyond those set forth in Section 1106(a)(3) and
(4) of the Bankruptcy Code) under Section 1106(b) of the Bankruptcy Code, or a
trustee under Section 1104 of the Bankruptcy Code, shall have been appointed in
the Chapter 11 Case.
To the extent that after the date hereof the Termination Events set
forth in subsections (a), (b), (c), (e), (f) and (g) of Section 3 of the Plan
Support Agreement, as amended by the Modification No. 2 to Plan Support
Agreement, are extended or waived by the Noteholders, the identical subsections
contained in Section 4 of this Agreement shall be so extended or waived, as
applicable.
SECTION 5. DUE AUTHORIZATION. Each person who executes this
Agreement by or on behalf of each respective party represents that it has been
duly authorized or empowered to execute and deliver this Agreement on behalf of
such party.
SECTION 6. AMENDMENTS. No modification or amendment of the terms of
this Agreement shall be valid unless such modification or amendment, in writing,
has been signed by each of the signatories party hereto.
SECTION 7. GOVERNING LAW. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of New York, without regard
to its conflict of laws provisions.
SECTION 8. SEVERABILITY OF PROVISIONS. Any provision of this
Agreement which is prohibited or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability
4
<PAGE>
without invalidating the remaining provisions hereof or affecting the validity
or enforceability of such provision in any other jurisdiction.
SECTION 9. COUNTERPARTS. This Agreement may be executed in one or
more counterparts, any one of which need not contain the signature of more than
one party and all of which taken together shall constitute one and the same
agreement. Delivery of an executed counterpart of a signature page to this
Agreement by telecopier shall be effective as delivery of a manually executed
counterpart of this Agreement.
SECTION 10. HEADINGS. The Section headings of this Agreement are for
convenience of reference only and shall not, for any purpose, be deemed a part
of this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed and delivered by their respective duly authorized officers as of the
date first set forth above.
THE GRAND UNION COMPANY
By: /s/ Jeffrey P. Frelmark
---------------------------
Title: Executive Vice President
and Chief Financial Officer
HOLDERS:
GE Investment Private Placement
Partners II, A Limited Partnership
By: GE Investment Management Incorporated,
as general partner
By:
---------------------------
Title:
Number of Class A Preferred Shares:
---------------
Number of Class B Preferred Shares:
---------------
5
<PAGE>
without invalidating the remaining provisions hereof or affecting the validity
or enforceability of such provision in any other jurisdiction.
SECTION 9. COUNTERPARTS. This Agreement may be executed in one or
more counterparts, any one of which need not contain the signature of more than
one party and all of which taken together shall constitute one and the same
agreement. Delivery of an executed counterpart of a signature page to this
Agreement by telecopier shall be effective as delivery of a manually executed
counterpart of this Agreement.
SECTION 10. HEADINGS. The Section headings of this Agreement are for
convenience of reference only and shall not, for any purpose, be deemed a part
of this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed and delivered by their respective duly authorized officers as of the
date first set forth above.
THE GRAND UNION COMPANY
By:
---------------------------
Title:
HOLDERS:
GE Investment Private Placement
Partners II, A Limited Partnership
By: GE Investment Management Incorporated,
as general partner
By: /s/ Michael M. Pastore
---------------------------
Title: Michael M. Pastore
Vice President
6
<PAGE>
Number of Class A Preferred Shares: 620,212
---------------
Number of Class B Preferred Shares: 400,000
---------------
Trefoil Capital Investors II, L.P.
By: Trefoil Investors, II, Inc.,
as general partner
By: /s/ Robert Moskowitz
---------------------------
Title: Vice President
Number of Class A Preferred Shares: 620,212
---------------
Number of Class B Preferred Shares: 400,000
---------------
The Roger Stangeland Family
Limited Partnership
By:
---------------------------
Title:
Number of Class A Preferred Shares:
---------------
Number of Class B Preferred Shares:
---------------
7
<PAGE>
Number of Class A Preferred Shares:
---------------
Number of Class B Preferred Shares:
---------------
Trefoil Capital Investors II, L.P.
By: Trefoil Investors, II, Inc.,
as general partner
By:
---------------------------
Title:
Number of Class A Preferred Shares:
---------------
Number of Class B Preferred Shares:
---------------
The Roger Stangeland Family
Limited Partnership
By: /s/ Roger E. Stangeland
---------------------------
Title:
Number of Class A Preferred Shares: 60,142
---------------
Number of Class B Preferred Shares:
---------------
8
<PAGE>
Annex A
AGREEMENT
AGREEMENT (the "Agreement"), dated as of March 30, 1998, between The
Grand Union Company, a Delaware corporation (the "Company"), and each other
signatory party hereto (individually, a "Holder").
WHEREAS, the Company intends to solicit consents to a prepackaged
bankruptcy case pursuant to section 3(a)(9) of the Securities Act of 1933, as
amended (the "Solicitation"), based upon the terms and provisions of that
certain plan proposal annexed hereto as Exhibit "A" (the "Plan Proposal");
WHEREAS, immediately following the Solicitation, the Company intends
to commence a voluntary case (the "Chapter 11 Case") under chapter 11 of title
11 of the United States Code and contemporaneously therewith propose a plan of
reorganization (the "Plan of Reorganization") and a disclosure statement
relating thereto (the "Disclosure Statement") whose terms shall incorporate the
Plan Proposal;
WHEREAS, the Holders have formed an informal committee (the
"Steering Committee") to represent their interests in respect of the Plan
Proposal, and such committee, represented by attorneys and financial advisors,
has actively participated in the negotiation of, and agreed (subject to the
terms and conditions hereof and thereof) to the provisions of, the Plan
Proposal;
WHEREAS, each of the Holders is a beneficial owner (and/or agent,
advisor, affiliate, manager or authorized representative of the beneficial
owner(s)) of 12% Senior Notes due September 1, 2004 issued by the Company (the
"Senior Notes;" and the claims evidenced by the Senior Notes, the "Senior Note
Claims");
WHEREAS, each Holder intends, pursuant to the Solicitation, to vote
its Senior Note Claims to accept the Plan of Reorganization, subject to the
terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the foregoing, the parties
hereto agree as follows:
<PAGE>
SECTION 1. VOTE IN FAVOR OF THE PLAN.
(a) So long as no Termination Event shall have occurred, each Holder
severally (but not jointly or jointly and severally) agrees (i) pursuant to the
Solicitation, and unless such Holder shall have transferred its Senior Note
Claims pursuant to Section 2 hereof, to vote its Senior Note Claims to accept
the Plan of Reorganization, (ii) not to consent to, or vote for any, plan of
reorganization or plan of liquidation other than the Plan of Reorganization and
(iii) to the inclusion of a statement in the Disclosure Statement that the Plan
of Reorganization was negotiated with the Steering Committee and that the Holder
intends to vote pursuant to the Solicitation to accept the Plan of
Reorganization.
(b) So long as no Termination Event shall have occurred, each Holder
shall not object to or otherwise commence any proceeding to oppose or object to
the Plan of Reorganization or the Disclosure Statement; provided, however, that
no Holder shall be barred from objecting to the Disclosure Statement on the
grounds that such document contains a material misstatement or omission.
(c) Each Holder severally acknowledges that, after the commencement
of the Solicitation, the Plan of Reorganization may be modified or amended, and
any such modification or amendment which does not constitute a Material Adverse
Change (as such term is hereinafter defined) shall be deemed not to affect any
obligations of any Holder under this Agreement. For purposes hereof, a "Material
Adverse Change" means any modification or amendment of the Plan of
Reorganization proposed or supported by the Company such that, after giving
effect to such modification or amendment, the Plan of Reorganization contains
terms that are different from those provided in the Plan Proposal and which in
the reasonable judgment of such Holder materially and adversely affects the
treatment of, or the value of distributions in respect of, such Holder's Senior
Note Claims, unless such Holder agrees to such terms.
SECTION 2. TRANSFER OF SENIOR NOTE CLAIMS. Each Holder shall not,
directly or indirectly, sell, assign, hypothecate, grant an option on, or
otherwise dispose of (collectively, "transfer") any of the Senior Note Claims
held by such Holder on the date hereof, provided, however, that each Holder
shall be permitted to transfer any or all of its Senior Note Claims (i) to any
entity that agrees in a writing, in form and substance reasonably satisfactory
to the Company, to be bound by the terms of this Agreement, (ii) after the
occurrence of a Termination Event (as defined herein) and (iii) after the date
established as the voting deadline under the Solicitation (the "Voting
Deadline"), provided, however, that a Holder may transfer Senior Note Claims
after the commencement of the Solicitation but prior to the Voting Deadline if,
prior to such transfer, the Holder executes and delivers to the Company's voting
agent an irrevocable ballot to accept the Plan of Reorganization.
2
<PAGE>
SECTION 3. TERMINATION OF OBLIGATIONS. The obligations of each
Holder hereunder shall terminate and be of no further force and effect if one of
the following termination events (each a "Termination Event") occurs:
(a) the Company shall not have commenced the Solicitation on or
before April 30, 1998, or such later date (on or before May 31, 1998) as the
Company and members of the Steering Committee holding a majority in principal
amount of the Senior Notes held in the aggregate by such Steering Committee (a
"Steering Committee Majority") shall mutually agree;
(b) the Company shall not have commenced the Chapter 11 Case and
filed the Plan of Reorganization and Disclosure Statement with the United States
Bankruptcy Court (the "Bankruptcy Court") on or before June 1, 1998, or such
later date (on or before June 30, 1998) as the Company and a Steering Committee
Majority shall mutually agree;
(c) the Company and a Steering Committee Majority shall have failed
to reach agreement in good faith prior to April 30, 1998 or such later date (on
or before May 31, 1998) regarding definitive documentation of the Plan of
Reorganization and the Disclosure Statement;
(d) the Company shall file with a court a plan of reorganization, or
an amendment to the Plan of Reorganization, that contains, or results in, a
Material Adverse Change;
(e) the waiver, dated as of February 25, 1998 (the "Waiver") to the
Amended and Restated Credit Agreement, dated as of June 15, 1995 (as amended,
the "Credit Agreement"), or any extension to the Waiver, shall have expired or
there shall have occurred an event of default under the Credit Agreement after
the date hereof (other than an event of default caused by the commencement of
the Chapter 11 Case) that remains unwaived or uncured for five business days
and, in each of the foregoing events, the banks under the Credit Agreement shall
have refused to provide the Company with funds under the Credit Agreement;
(f) the Bankruptcy Court shall not have confirmed the Plan of
Reorganization on or before July 15, 1998, or such later date (on or before
August 15, 1998) as the Company and a Steering Committee Majority may mutually
agree;
3
<PAGE>
(g) the Plan of Reorganization shall not have become effective on or
before July 31, 1998 or such later date (on or before August 31, 1998) as the
Company and a Steering Committee Majority may mutually agree,
(h) the Company shall have filed any motion or other pleading, or
otherwise shall have brought any action or proceeding, challenging or objecting
to the Senior Note Claims of a Holder or otherwise seeking any recovery from, or
injunctive relief against, a Holder (other than with respect to any alleged or
actual breach by a Holder of the terms of this Agreement or any other agreement
between the Company and such Holder);
(i) the Chapter 11 Case shall have been dismissed or converted to a
case under Chapter 7 of the Bankruptcy Code; or
(j) an examiner with enlarged powers relating to the operation of
the Company's business (powers beyond those set forth in Section 1106(a)(3) and
(4) of the Bankruptcy Code) under Section 1106(b) of the Bankruptcy Code, or a
trustee under Section 1104 of the Bankruptcy Code, shall have been appointed in
the Chapter 11 Case.
SECTION 4. CONFIDENTIALITY. Except as set forth herein, the
confidentiality provisions of the agreement between the Company and each Holder,
dated as of February 9, 1998, as amended (the "Confidentiality Agreement"), are
incorporated herein and made a part hereof and are in full force and effect
until the earlier of (i) the occurrence of a Termination Event and (ii)
commencement of the Solicitation. After the occurrence of a Termination Event,
the Company hereby agrees to release publicly the Confidential Information (as
defined in the Confidentiality Agreement) within five (5) business days of a
written request by the holders or Agents (as defined in the Confidentiality
Agreement) of at least 40% of the aggregate principal amount of Notes held at
the time by or on behalf of the members of the Steering Committee specifying
which Confidential Information be disclosed. After the date the Company is
obligated to release publicly the Confidential Information in accordance with
the previous sentence, each Holder shall have no obligation to maintain the
confidential nature of such Confidential Information and may disclose the same
to one or more persons or entities or the public at large.
SECTION 5. DUE AUTHORIZATION. Each person who executes this
Agreement by or on behalf of each respective party represents that it has been
duly authorized or empowered to execute and deliver this Agreement on behalf of
such party.
4
<PAGE>
SECTION 6. AMENDMENTS. No modification or amendment of the terms of
this Agreement shall be valid unless such modification or amendment, in writing,
has been signed by each of the signatories party hereto.
SECTION 7. GOVERNING LAW. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of New York, without regard
to its conflict of laws provisions.
SECTION 8. SEVERABILITY OF PROVISIONS. Any provision of this
Agreement which is prohibited or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof or
affecting the validity or enforceability of such provision in any other
jurisdiction.
SECTION 9. COUNTERPARTS. This Agreement may be executed in one or
more counterparts, any one of which need not contain the signature of more than
one party and all of which taken together shall constitute one and the same
agreement.
5
<PAGE>
SECTION 10. HEADINGS. The Section headings of this Agreement are for
convenience of reference only and shall not, for any purpose, be deemed a part
of this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed and delivered by their respective duly authorized officers as of the
date first set forth above.
THE GRAND UNION COMPANY
By:____________________________
Name:
Name of Holder:
_______________________________
By:____________________________
Name:
6
<PAGE>
The Grand Union Company
201 Willowbrook Boulevard
Wayne, New Jersey 07470
April 29, 1998
To the Undersigned holders of
12% Senior Notes due
September 1, 2004
Re: Modification No. 1 to Plan Support Agreement
Reference is made to that certain plan support agreement dated March
30, 1998 (the "Plan Support Agreement") to which each of you is a party.
Capitalized terms used but not defined herein shall have the respective meanings
ascribed thereto in the Plan Support Agreement. Section 3 of the Plan Support
Agreement, entitled "Termination of Obligations," contains certain deadlines by
which certain events are required to occur to avoid a termination of the
holder's obligations thereunder. By signing below, you and the Company hereby
agree to amend and restate in their entirety subsections (a), (b), (c), (f) and
(g) of such Section 3 so as to extend certain of the deadlines recited therein,
as follows:
(a) the Company shall not have commenced the Solicitation on or
before May 15, 1998, or such later date (on or before May 31, 1998)
as the Company and members of the Steering Committee holding a
majority in principal amount of the Senior Notes held in the
aggregate by such Steering Committee (a "Steering Committee
Majority") shall mutually agree;
(b) the Company shall not have commenced the Chapter 11 Case and
filed the Plan of Reorganization and Disclosure Statement with the
United States Bankruptcy Court (the "Bankruptcy Court") on or before
June 15, 1998, or such later date (on or before June 30, 1998) as
the Company and a Steering Committee Majority shall mutually agree;
(c) the Company and a Steering Committee Majority shall have failed
to reach agreement in good faith prior to May 15, 1998 or such later
date (on or before
<PAGE>
May 31, 1998) regarding definitive documentation of the Plan of
Reorganization and the Disclosure Statement;
(f) the Bankruptcy Court shall not have confirmed the Plan of
Reorganization on or before July 31, 1998, or such later date (on or
before August 15, 1998) as the Company and a Steering Committee
Majority may mutually agree;
(g) the Plan of Reorganization shall not have become effective on or
before August 15, 1998 or such later date (on or before August 31,
1998) as the Company and a Steering Committee Majority may mutually
agree.
All other provisions of the Plan Support Agreement (including
without limitation the remaining subsections of such Section 3) shall be
unaffected hereby and continue in full force and effect as provided therein.
By signing below, you also confirm that the Plan Support Agreement
constitutes an agreement by you (subject to the terms and conditions of the Plan
Support Agreement) to vote in favor of The Grand Union Company Executive Annual
Incentive Bonus Plan (the "EAIB") and The Grand Union Company 1995 Equity
Incentive Plan (the "EIP"), the approval of which will be solicited in
conjunction with the solicitation on the Plan of Reorganization. The EIP may be
amended under the Plan of Reorganization before commencement of the solicitation
to reduce the aggregate number of shares that may be delivered under the EIP by
agreement between the Steering Committee and the Company provided that such
amendment in no way affects the consideration to be provided to the Company's
senior managers under the term sheet annexed as Exhibit A to the Plan Support
Agreement.
2
<PAGE>
Please confirm your agreement with the foregoing by signing and
returning one fully executed copy of this Agreement to the undersigned,
whereupon this Agreement shall become a binding agreement between the parties
hereto.
Yours very truly,
The Grand Union Company
By:__________________________________
Name: Jeffrey P. Freimark
Title: Executive Vice President and
Chief Financial Officer
Accepted and Agreed this 29th day
of April, 1998
_______________________
Name of Institution
By:____________________
Title:
Principal Amount
of Notes: $____________
3
<PAGE>
The Grand Union Company
201 Willowbrook Boulevard
Wayne, New Jersey 07470
May 15, 1998
To the Undersigned holders of
12% Senior Notes due
September 1, 2004
Re: Modification No. 2 to Plan Support Agreement
Reference is made to that certain plan support agreement dated March
30, 1998, as amended by Modification No. 1 to the Plan Support Agreement, dated
April 29, 1998 (as amended, the "Plan Support Agreement"), to which each of you
is a party. Capitalized terms used but not defined herein shall have the
respective meanings ascribed thereto in the Plan Support Agreement.
The plan proposal annexed as Exhibit A to the Plan Support Agreement
(the "Plan Proposal") is hereby amended as set forth below, subject to the
execution by each of the holders of the Company's Class A and Class B
Convertible Preferred Stock (the "Preferred Stockholders") of a plan support
agreement substantially in the form attached hereto as Annex A, evidencing,
among other things, each Preferred Stockholder's acceptance of the Plan Proposal
(as amended hereby) and agreement to vote its preferred stock interests to
accept the Plan of Reorganization:
1. Section 5 of the Plan Proposal relating to the distribution to
the holders of the Company's preferred stock is amended to
read in its entirety:
"Preferred Stock. On the Effective Date, all outstanding
preferred stock of the Company, and all options, warrants and
other rights to purchase the same, shall be cancelled and the
holders thereof shall receive:
<PAGE>
(i) five-year warrants to purchase an aggregate of
3,783,513 shares of the New Common Stock at an exercise
price of $19.82 per share;
(ii) five-year warrants to purchase an aggregate of
942,791 shares of the New Common Stock at an exercise
price of $23.15 per share; and
(iii) four-year warrants to purchase an aggregate of
306,122 shares of the New Common Stock at an exercise
price of $12.32 per share."
2. Section 6 of the Plan Proposal is amended by deleting in the
sixth line the number "647,131" and substituting therefor the
number "540,502". All other provisions of Section 6 of the
Plan Proposal shall be unaffected hereby and continue in full
force and effect as provided therein.
3. Section 7a. of the Plan Proposal is amended by deleting the
description of each of Tranche 1 and Tranche 5 in their
entirety and substituting the following therefor:
Exercisable
When Fiscal-
Year end
Tranche Option Shares EBITDA is: Exercise Price**
------- ------------- ---------- ----------------
1 1% of New Common N/A $725,000,000
Stock (306,122 TEV ($12.32/
shares) share)
5 2% of New Common $155,000,000 $675,000,000
Stock (735,377 TEV ($10.65/
shares) share)
All other provisions of Section 7 of the Plan Proposal shall
be unaffected hereby and continue in full force and effect as
provided therein.
4. Section 9 of the Plan Proposal is amended by adding
immediately thereafter the following new paragraph:
2
<PAGE>
"Unless otherwise agreed by the holders of the Preferred
Stock, the Plan of Reorganization will provide that (i)
the reorganized Company will have no preferred stock as
of the Effective Date, (ii) the New Common Stock will be
publicly tradeable, and (iii) the reorganized Company
will use its best efforts to list the New Common Stock
on a reasonably acceptable national securities exchange
or on the National Market System of the National
Association of Securities Dealers Automated Quotation
System.
5. Section 14 of the Plan Proposal is amended by adding in the
third line: (i) after the parenthetical, the words "and the
holders of the Preferred Stock", and (ii) after the word
"will", the word "each"; by adding to the fifth line, after
the word "Members" the words "and the holders of Preferred
Stock"; and by deleting the date "April 30, 1998" in the
twelfth line and substituting therefor the words "May 31,
1998, or such later date to which the Steering Committee may
agree."
6. Section 15 of the Plan Proposal is amended by adding
immediately thereafter the following new paragraph:
"The consent of the holders of the Preferred Stock to
the foregoing terms (but only to the extent that such
terms require the consent of such holders) will be
subject to negotiation of satisfactory definitive
documentation but only as to (i) a warrant agreement
containing standard and customary terms and (ii) the
terms and provisions of the Plan of Reorganization and
Disclosure Statement. Holders of the Preferred Stock
shall be provided with copies of the New Credit
Facility, a certificate of incorporation, bylaws, and a
registration rights agreement or other documents related
to the Plan Proposal at the time that such documents are
distributed to the undersigned Holders or any of their
advisors."
Section 2 of the Plan Support Agreement is amended by deleting the
word "and" from the seventh line thereof and substituting therefor the word
"or".
Section 3 of the Plan Support Agreement, entitled "Termination of
Obligations," contains certain deadlines by which certain events are required to
occur to avoid a termination of the holder's obligations thereunder. By signing
below, you and the
3
<PAGE>
Company hereby agree to amend and restate in their entirety subsections (a),
(b), (c), (f) and (g) of such Section 3 so as to extend certain of the deadlines
recited therein, as follows:
"(a) the Company shall not have commenced the Solicitation on or
before May 31, 1998;
(b) the Company shall not have commenced the Chapter 11 Case and
filed the Plan of Reorganization and Disclosure Statement with the
United States Bankruptcy Court (the "Bankruptcy Court") on or before
June 30, 1998;
(c) the Company and a Steering Committee Majority shall have failed
to reach agreement in good faith prior to May 31, 1998 regarding
definitive documentation of the Plan of Reorganization and the
Disclosure Statement;
(f) the Bankruptcy Court shall not have confirmed the Plan of
Reorganization on or before August 15, 1998;
(g) the Plan of Reorganization shall not have become effective on or
before August 31, 1998."
All other provisions of the Plan Support Agreement (including
without limitation the remaining subsections of such Section 3) shall be
unaffected hereby and continue in full force and effect as provided therein.
By signing below, you also confirm that the Plan Support Agreement
constitutes an agreement by you (subject to the terms and conditions of the Plan
Support Agreement) to vote in favor of The Grand Union Company Executive Annual
Incentive Bonus Plan (the "EAIB") and The Grand Union Company 1995 Equity
Incentive Plan (the "EIP") in their current form and without any amendments
thereto (other than an amendment to the EIP to (i) increase the number of shares
issuable to any single employee to 3 million shares and (ii) decrease the total
number of shares that may be issued under the EIP to 3.25 million).
4
<PAGE>
Please confirm your agreement with the foregoing by signing and
returning one fully executed copy of this Agreement to the undersigned,
whereupon this Agreement shall become a binding agreement between the parties
hereto.
Very truly yours,
The Grand Union Company
By:
-----------------------------------
Name: Jeffrey P. Freimark
Title: Executive Vice President and
Chief Financial Officer
Accepted and Agreed to this
15th day of May, 1998
- ------------------------------
Name of Institution
By:
---------------------------
Title:
Principal Amount
of Notes: $
------------
5
