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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of Earliest Event Reported): February 14, 2000
THE GRAND UNION COMPANY
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(Exact Name of Registrant as Specified in its Charter)
DELAWARE
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(State or Other Jurisdiction of Incorporation)
0-26602 22-1518276
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(Commission File Number) (I.R.S. Employer Identification No.)
201 WILLOWBROOK BOULEVARD
WAYNE, NEW JERSEY 07470
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(Address of Principal Executive offices) (Zip Code)
(973) 890-6000
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(Registrant's Telephone Number, Including Area Code
NOT APPLICABLE
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(Former Name or Former Address, if changed Since Last Report)
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NY2:\878022\01\$TH$01!.DOC\50318.0005
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ITEM 5. OTHER EVENTS
On February 14, 2000, the Registrant issued a press release
disclosing certain changes to the Registrant's management and Board of
Directors. The press release, which is filed as Exhibit 99.1 to this Form 8-K
and hereby incorporated by reference, contains a more complete description of
such events.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
Exhibit No. Exhibit
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99.1 Press Release, dated February 14, 2000, announcing changes to
the Registrant's management and Board of Directors.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act
of 1934, as amended, the registrant has duly caused this Report to be signed on
its behalf by the undersigned thereunto duly authorized.
The Grand Union Company
Date: February 14, 2000. By: /s/ Glenn J. Smith
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Glenn J. Smith
Senior Vice President
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EXHIBIT INDEX
Exhibit No. Exhibit
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99.1 Press Release, dated February 14, 2000, announcing changes to
the Registrant's management and Board of Directors.
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EXHIBIT 99.1
For further information:
Jeffrey P. Freimark
Executive Vice President and CFO
(973) 890-6340
[email protected]
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FOR IMMEDIATE RELEASE
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GRAND UNION ELECTS ITS PRESIDENT, GARY M. PHILBIN, CHIEF EXECUTIVE;
PROMOTES CFO JEFFREY P. FREIMARK TO CHIEF ADMINISTRATIVE OFFICER;
STEPHEN M. PECK NAMED CHAIRMAN OF THE BOARD
WAYNE, NJ, February 14, 2000 --- The Grand Union Company (Nasdaq: GUCO)
announced today that J. Wayne Harris has been removed from his position as chief
executive officer, Chairman of the Board, and a director of the Company,
effective immediately.
Gary M. Philbin, the Company's president and a member of the Board of
Directors, was elected CEO to replace Harris, and Stephen M. Peck, a
non-management director, has become Chairman of the Board, replacing Harris in
that role. Philbin had served as Grand Union's president and chief merchandising
officer since joining the Company in 1997.
In addition, Jack W. Partridge, Jr., resigned from his position as
vice chairman, chief administrative officer and a director of Grand Union, and
the Company promoted its executive vice president and chief financial officer,
Jeffrey P. Freimark, to succeed him as chief administrative officer. Freimark,
who came to Grand Union in 1997 and continues as CFO, has also been elected to
Grand Union's Board of Directors.
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Speaking about the remaining 14-person Board, Mr. Peck said: "We are
all very pleased with the composition of the entire Board and its capacity to
support management in all areas as we seek to enhance the value of Grand Union."
Commenting on the top-level management restructuring, CEO Philbin
stated: "We are now in the fourth quarter of what has proven to be a challenging
fiscal year. It is also clear that we must step up our efforts to refine and
revitalize our retailing and merchandising strategies. We must also execute our
plans for opening new and remodeled stores, and bolstering operations at
existing locations."
"There is a substantial amount of work yet to be done to rationalize
and strengthen the framework for Grand Union's future success," Philbin said.
"Our task will be to manage the business so that we effectively balance our
improving efficiencies with better merchandising to build store traffic. That
means focusing our efforts on growing sales and gross margin, controlling
expenses even better, following through on our capital development program, and
making sure that all associates are working together to achieve the Grand Union
mission."
Regarding the departure from the Company of Jack Partridge, Philbin
added, "We have enjoyed working with Jack during the past two years, wish him
the best in his future endeavors and thank him for his important contributions
to Grand Union."
Gary Philbin became Grand Union's president and chief merchandising
officer in October 1997, having joined the Company from SuperValu, Inc, where he
was executive vice president of merchandising for its Cub Food Stores Division.
Prior to that, he was vice president of merchandising with the Waldbaum's
Division of The Great Atlantic & Pacific Tea Company, Inc., and had been in key
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merchandising and operations posts at The Kroger Co.
Jeffrey Freimark has been with Grand Union since March 1997, and in
his role as CFO he initially also held chief administrative responsibilities. He
came to the Company following 11 years at Pueblo Xtra International, Inc., a
leading supermarket chain in Puerto Rico and the U.S. Virgin Islands, where,
most recently, he served as executive vice president and CFO. Prior to that, he
held senior financial and legal posts at New Jersey-based Kings Super Markets,
Inc.
Grand Union operates 217 retail food stores in Connecticut, New
Hampshire, New Jersey, New York, Pennsylvania and Vermont.
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SOME OF THE MATTERS DISCUSSED HEREIN ARE "FORWARD-LOOKING STATEMENTS" WITHIN THE
MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. SUCH
FORWARD-LOOKING STATEMENTS ARE SUBJECT TO RISKS, UNCERTAINTIES AND OTHER FACTORS
THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM FUTURE RESULTS
EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. FOR ADDITIONAL
INFORMATION ABOUT THE COMPANY AND ITS VARIOUS RISK FACTORS, PLEASE SEE THE
COMPANY'S MOST RECENT FORM 10-K FOR THE FISCAL YEAR ENDED APRIL 3, 1999, AS
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 2, 1999, AND ITS FORM
10-Q DATED OCTOBER 16, 1999, AS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION ON NOVEMBER 30, 1999.
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