UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities and Exchange Act of 1934
THE GRAND UNION COMPANY
(Name of Issuer)
COMMON STOCK, par value $.01 per share
(Title of Class of Securities)
386532402
(CUSIP Number)
James Petrie, Esq.
UBS AG
299 Park Avenue, New York, NY 10171 (212) 821-3000
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 3, 1999
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13D 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 and 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).
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SCHEDULE 13D
CUSIP No. 386532402
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
UBS AG
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
3. SEC USE ONLY
4. SOURCE OF FUNDS*
N/A
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
N/A
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Switzerland
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7. SOLE VOTING POWER
NUMBER OF 2,436,564
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY
EACH None
REPORTING
PERSON WITH 9. SOLE DISPOSITIVE POWER
2,436,564
10. SHARED DISPOSITIVE POWER
None
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,436,564
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
N/A
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.12%
14. TYPE OF REPORTING PERSON*
HC CO
*SEE INSTRUCTIONS BEFORE FILLING OUT
INCLUDE BOTH SIDES OF THE COVER PAGE,
RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF
THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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Item 1. Security and Issuer
This Schedule 13D relates to the common stock (the "Common Stock") of The
Grand Union Company (the "Company"). The Company has indicated on its Annual
Report on Form 10-K for its fiscal year ended April 3, 1999 that the Common
Stock has been registered pursuant to Section 12(g) of the Securities Exchange
Act of 1934, as amended. The Company's principal executive offices are located
at 201 Willowbrook Boulevard, Wayne, New Jersey 07470-0960
Item 2. Identity and Background
This Schedule 13D is filed by UBS AG ("UBS" or the "Reporting Person").
UBS, a corporation incorporated under the laws of Switzerland, has its
principal offices at 45 Bahnofstrasse, 8098 Zurich, Switzerland and Aeschenplatz
1, 4052 Basel, Switzerland and a business address at 299 Park Avenue, 31st
floor, New York, New York 10071.
The names, addressees, citizenships and principal occupations or
employments of the directors and executive officers of UBS are set forth in
Annex A attached hereto.
Neither the Reporting Person, nor, to the best knowledge of the Reporting
Person, any other person identified on Annex A within the past five years was
(i) convicted in a criminal proceeding (excluding traffic violations or similar
misdeamnors) or (ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting activities subject to, federal or state securities
laws or a finding of any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
The Reporting Person originally acquired the shares in August 1998 as part
of a plan of reorganization of the Company under Chapter 11 of the Bankruptcy
Code.
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Item 4. Purpose of Transaction
On December 3, 1999, UBS decided to solicit from a limited number of
holders of the Common Stock pursuant the exemption provided by Rule 14a-2(b)(2)
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
consents without a meeting of stockholders pursuant to Section 228 of the
Delaware General Corporation Law to remove five of the Company's directors (Jack
W. Patridge, Gary M. Philbin, Joseph Colonetta, David M. Green and Thomas R.
Cochill), to elect three persons to fill three vacancies created by such removal
(Herbert E. Seif, a Managing Director of UBS; Michael J. Embler, a Vice
President of Long Drive Management Trust; and Robert H. Barnes, General Partner
of Broad Street Trading, L.P.) and to make certain related amendments to the
Company's By-laws, including the repeal of any By-laws adopted by the board of
directors of the Company on or after December 2, 1999. The text of the proposed
By-Laws is attached to this Schedule as Annex B. An affiliate of Long Drive
Management Trust is the beneficial owner of 1,067,528 shares of Common Stock,
and Mr. Barnes is the beneficial owner of 6,000 shares of Common Stock. UBS has
solicited a consent with respect to the shares beneficially owned by the
affiliate of Long Drive Management Trust, but has not solicited a consent form
Mr. Barnes. On December 6, 1999, UBS caused to be delivered to the Company a
written consent to take the foregoing actions with respect to the 2,434,564
shares of Common Stock beneficially owned by it.
UBS is undertaking the consent solicitation because it is displeased with
the performance of the Company and its Common Stock. The purpose of UBS's
consent solicitation is to reconstitute the board of directors of the Company to
facilitate the immediate consideration and pursuit of alternatives to enhance
shareholder value, including a merger or sale of the Company. UBS does not have
any plan or proposal regarding any specific transaction or the identity of any
other party to any such transaction. UBS has made and no proposals for any other
changes in the management of the Company.
UBS reserves the right to formulate other purposes, plans or proposals
regarding the Company or any of its securities based on developments in the
Company's business, discussions with the Company, actions by management or a
change in market or other conditions. UBS does intend to dispose of, or caused
to be disposed, any of the shares of Common Stock to which this Schedule relates
during the pendency of its consent solicitation.
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Item 5. Interests in Securities of the Issuer
(a) UBS is the beneficial owner of 2,436,564 shares of Common Stock,
representing approximately 8.12% of the class of securities.
(b) UBS has sole power to vote and dispose of the 2,436,564 shares owned by
it.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
UBS disclaims that its contracts, arrangements or understandings, if any,
with any person would result in UBS being deemed to beneficially own (within the
meaning of Section 13(d) of the Exchange Act) any shares of Common Stock owned
by any other stockholder of the Company or being part of a group (within the
meaning of Section 13(d) of the Exchange Act).
Item 6. Contracts, Arrangements, Understanding or Relationships with Respect to
Securities of the Issuer.
Except as described below, there are no contracts, arrangements,
understandings or relationships with respect to securities of the Company to
which the Reporting Person is a party.
UBS is syndication agent and a lender under the Company's Credit Agreement
dated as of August 17, 1998 (the "Credit Agreement"). Warburg Dillon Read LLC, a
subsidiary of UBS, acted as a co-advisor and co-arranger with respect to the
credit facility. UBS has a revolving loan commitment of $25.0 million under the
Credit Agreement and has an outstanding term loan to the Company under the
Credit Agreement of approximately $9.5 million as of December 10, 1999.
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Item 7. Material to be Filed as Exhibits
None.
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SIGNATURES
The undersigned certify that, after reasonable inquiry and to the best of
their respective knowledge and belief, the information set forth in the Schedule
13D is true, complete and correct.
UBS AG
By: /s/ Richard Capone
----------------------------
Name: Richard Capone
Title: Managing Director
By: /s/ Herbert E. Seif
----------------------------
Name: Herbert E. Seif
Title: Managing Director
Dated: December 13, 1999
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ANNEX A
Executive Officers and Directors of UBS AG.
NAME: Alex Krauer
RESIDENCE OR BUSNINESS ADDRESS: UBS AG
Bahnhofstrasse 45
8098 Zurich, Switzerland
PRINCIPAL OCCUPATION
(a) Name: UBS AG
(b) Address: Bahnhofstrasse 45
8098 Zurich, Switzerland
(c) Title: Chairman of the Board of Directors
CITIZENSHIP: Swiss
NAME: Alberto Togni
RESIDENCE OR BUSINESS ADDRESS: UBS AG
Bahnhofstrasse 45
8098 Zurich, Switzerland
PRINCIPAL OCCUPATION
(a) Name: UBS AG
(b) Address: Bahnhofstrasse 45
8098 Zurich, Switzerland
(c) Title: Vice Chairman of the Board of Directors
CITIZENSHIP: Swiss
NAME: Markus Kundig
RESIDENCE OR BUSINESS ADDRESS: UBS AG
Bahnhofstrasse 45
8098 Zurich, Switzerland
PRINCIPAL OCCUPATION
(a) Name: UBS AG
(b) Address: Bahnhofstrasse 45
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8098 Zurich, Switzerland
(c) Title: Director
CITIZENSHIP: Swiss
NAME: Peter Bockli
RESIDENCE OR BUSINESS ADDRESS: UBS AG
Bahnhofstrasse 45
8098 Zurich, Switzerland
PRINCIPAL OCCUPATION
(a) Name: Bockli Thomann & Partner
(b) Address: St. Jakobs-Strasse 41
P.O. Box 2348,
4002 Basel, Switzerland
(c) Title: Partner
CITIZENSHIP: Swiss
NAME: Eric Honegger
RESIDENCE OR BUSINESS ADDRESS: UBS AG
Bahnhofstrasse 45
8098 Zurich, Switzerland
PRINCIPAL OCCUPATION
(a) Name: SAir Group
(b) Address: P.O. Box
8058 Zurich-Flughafen, Switzerland
(c) Title: Vice Chairman of the Board
(Chairman designate)
CITIZENSHIP: Swiss
NAME: Rolf A. Meyer
RESIDENCE OR BUSINESS ADDRESS: UBS AG
Bahnhofstrasse 45
8098 Zurich, Switzerland
PRINCIPAL OCCUPATION
(a) Name: Ciba Specialty Chemicals Inc.
(b) Address: P.O. Box 343
4002 Basel, Switzerland
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(c) Title: Chairman of the Board
CITIZENSHIP: Swiss
NAME: Hans Peter Ming
RESIDENCE OR BUSINESS ADDRESS: UBS AG
Bahnhofstrasse 45
8098 Zurich, Switzerland
PRINCIPAL OCCUPATION
(a) Name: SIKA Finanz AG
(b) Address: Weisenstrasse 7
8008 Zurich, Switzerland
(c) Title: Chairman of the Board
CITIZENSHIP: Swiss
NAME: Andreas Reinhart
RESIDENCE OR BUSINESS ADDRESS: UBS AG
Bahnhofstrasse 45
8098 Zurich, Switzerland
PRINCIPAL OCCUPATION
(a) Name: Volkhart Brothers Holding Ltd.
(b) Address: P.O. Box 343
801 Winterthur, Switzerland
(c) Title: Owner and Chairman
CITIZENSHIP: Swiss
NAME: Marcel Ospel
RESIDENCE OR BUSINESS ADDRESS: UBS AG
Bahnhofstrasse 45
8098 Zurich, Switzerland
PRINCIPAL OCCUPATION
(a) Name: UBS AG
(b) Address Bahnhofstrasse 45
8098 Zurich, Switzerland
(c) Title: President and Group CEO
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CITIZENSHIP: Swiss
NAME: Stephan Haringer
RESIDENCE OR BUSINESS ADDRESS: UBS AG
Bahnhofstrasse 45
8098 Zurich, Switzerland
PRINCIPAL OCCUPATION
(a) Name: UBS AG
(b) Address: Bahnhofstrasse 45
8098 Zurich, Switzerland
(c) Title: CEO Private and Corporate Clients
CITIZENSHIP: Swiss
NAME: Rudi Bogni
RESIDENCE OR BUSINESS ADDRESS: UBS AG
Freie Strasse 90
Basel, Switzerland
PRINCIPAL OCCUPATION
(a) Name: UBS AG
(b) Address: Freie Strasse 90
Basel, Switzerland
(c) Title: CEO Private Banking
CITIZENSHIP: Swiss
NAME: Markus Granziol
RESIDENCE OR BUSINESS ADDRESS: UBS AG
1 Finsbury Avenue
London, England
PRINCIPAL OCCUPATION
(a) Name: UBS AG
(b) Address: 1 Finsbury Avenue
London, England
(c) Title: CEO Warburg Dillon Read
CITIZENSHIP: Swiss
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NAME: Peter Wuffli
RESIDENCE OR BUSINESS ADDRESS: UBS AG
209 LaSalle Street
Chicago, Illinois
PRINCIPAL OCCUPATION
(a) Name: UBS AG
(b) Address: 209 LaSalle Street
Chicago, Illinois
(c) Title: CEO UBS Brinson
CITIZENSHIP: Swiss
NAME: Peirre de Weck
RESIDENCE OR BUSINESS ADDRESS: UBS AG
Bahnhofstrasse 45
8098 Zurich, Switzerland
PRINCIPAL OCCUPATION
(a) Name: UBS AG
(b) Address: Bahnhofstrasse 45
8098 Zurich, Switzerland
(c) Title: CEO UBS Capital
CITIZENSHIP: Swiss
NAME: Lugman Arnold
RESIDENCE OR BUSINESS ADDRESS: UBS AG
Bahnhofstrasse 45
8098 Zurich, Switzerland
PRINCIPAL OCCUPATION
(a) Name: UBS AG
(b) Address: Bahnhofstrasse 45
8098 Zurich, Switzerland
(c) Title: Chief Financial Officer and Head of
Corporate Center
CITIZENSHIP: Swiss
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ANNEX B
Proposed New Section I of Article II of By-Laws
"The Board of Directors proposed new Sections of Article II of the
Corporation shall consist of Nine (9) persons. Directors shall hold
office until the annual meeting of the stockholders next ensuing after
their election and until their respective successors are elected and
shall qualify, or until their earlier death, resignation or removal. A
majority of the Board Directors shall constitute a quorum."
Proposed New Section IX of Article I of By-Laws
"Nominations of persons for election to the Board of Directors at the
annual meeting may be made by or at the direction of the Board of
Directors or by any Nominating Committee or any person appointed by
the Board of Directors; nominations may also be made by any
shareholder of the Corporation entitled to vote for the election of
directors at the annual meeting who complies with the notice
procedures set forth in this Section IX. Such nominations, other than
those made by or at the direction of the Board of Directors, shall be
made pursuant to timely notice in writing to the Secretary of the
Corporation. To be timely, a shareholder's notice shall be delivered
to or mailed and received at the principal executive offices of the
Corporation addressed to the attention of the Secretary of the
Corporation not less than sixty days prior to the annual meeting;
provided, however, that, in the event that less than fifty days notice
or prior public disclosure of the date of the annual meeting is given
or made to shareholders, notice by the shareholder to be timely must
be so received not later than the earlier of (a) the close of business
on the fifteenth day following the day on which such notice of the
date of the annual meeting was mailed or such public disclosure was
made, whichever first occurs, or (b) two days prior to the date of the
annual meeting. Such shareholder's notice to
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the Secretary shall set forth (a) as to each person whom the
shareholder proposes to nominate for election or reelection as a
director, (i) the name, age, business address and residence address of
the person, (ii) the principal occupation or employment of the person,
(iii) the class and number of shares of capital stock of the
Corporation which are beneficially owned by the person, (iv) a
statement as to the person's citizenship, and (v) any other
information relating to the person that is required to be disclosed in
solicitations for proxies for election of directors pursuant to
Section 14 of the Securities Exchange Act of 1934, as amended, and the
rules and regulations promulgated thereunder, and (b) as to the
shareholder giving notice, (i) the name and record address of the
shareholder and (ii) the class, series and number of shares of capital
stock of the Corporation which are beneficially owned by the
shareholder. The Corporation may require any proposed nominee to
furnish such other information as may reasonably be required by the
Corporation to determine the eligibility of such proposed nominee to
serve as a director of the Corporation.
In connection with any annual meeting, the Chairman of the Board of
Directors shall, if the facts warrant, determine and declare to the
meeting that a nomination was not made in accordance with the
foregoing procedure, and if he should so determine, he shall so
declare to the meeting and the defective nomination shall be
disregarded."
Proposed New Section II of Article II of By-Laws
"Vacancies in the Board of Directors may be filled by a majority of
the directors then in office, though less than quorum, by a sole
remaining director, or by a vote of the stockholders at an annual or
special meeting of the stockholders or by written consent in lieu of a
meeting of stockholders, and the directors so chosen shall hold office
until the next annual
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Page 15 of 15 Pages
election and until their successors shall be duly elected and
qualified, unless sooner displaced."
