<PAGE>
INFORMATION CONTAINED IN THIS PRELIMINARY PROSPECTUS SUPPLEMENT IS SUBJECT TO
COMPLETION OR AMENDMENT. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY
BE ACCEPTED PRIOR TO THE TIME A FINAL PROSPECTUS SUPPLEMENT IS DELIVERED. THIS
PRELIMINARY PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS SHALL NOT
CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL
THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION
UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>
SUBJECT TO COMPLETION, DATED OCTOBER 13, 1994
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED DECEMBER 8, 1993
$100,000,000
THE PENN TRAFFIC COMPANY
______% SENIOR NOTES DUE __________, 2004
-----------
Interest on the Senior Notes is payable on ______ and ______ of each
year, commencing ______, 1995. The Senior Notes are redeemable at the option
of the Company, in whole or in part, at any time on or after ______, 1999 at
the redemption prices set forth herein, plus accrued interest to the date of
redemption. The Company is required to offer to repurchase the Senior Notes at
101% of their principal amount, plus accrued interest to the date of repurchase,
in the event of certain mergers or in the event of a Change of Control of the
Company. The Senior Notes will be issued in fully registered form in
denominations of $1,000 and any integral multiple thereof.The Senior Notes will
be represented by one or more global securities ("Global Securities")
registered in the name of The Depository Trust Company ("DTC") or its nominee.
Interests in the Global Securities will be shown on, and transfers thereof
will be effected only through, records maintained by DTC and its
participants. Except as described under "Description of Debt
Securities--Global Securities" in the accompanying Prospectus, Senior Notes in
definitive form will not be issued. Settlement for the Senior Notes will be
made in immediately available funds. The Senior Notes will trade in DTC's
Same-Day Funds Settlement System until maturity, and secondary market trading
activity for the Senior Notes will therefor settle in immediately
available funds. All payments of principal and interest will be made by
the Company in immediately available funds. See "Description of Senior
Notes--Same-Day Settlement and Payment".
The Senior Notes are unsecured general obligations of the Company and will
rank PARI PASSU with other unsecured general obligations of the Company. As of
October 12, 1994, these obligations consisted of approximately $107 million
principal amount of 11 1/2% Senior Notes due 2001, $125 million principal
amount of 10 1/4% Senior Notes due 2002, $200 million principal amount of
8 5/8% Senior Notes due 2003, $100 million principal amount of 10 3/8% Senior
Notes due 2004, and other general unsecured obligations of the Company. The
Senior Notes will be effectively subordinated to secured indebtedness of the
Company with respect to the assets securing such secured indebtedness. The
Company's Revolving Credit Facility provides for borrowings of up to $200
million, subject to increase to $225 million before February 1995 if certain
conditions are met and subject to a borrowing base limitation. The Revolving
Credit Facility is secured by the Company's accounts receivable, inventory
and related assets. The proceeds of the offering of the Senior Notes will be
used to fund the acquisition of supermarkets from American Stores Company and
for general corporate purposes. See "Use of Proceeds."
SEE "CERTAIN FACTORS" IN THE ACCOMPANYING PROSPECTUS FOR A DISCUSSION OF
CERTAIN FACTORS THAT SHOULD BE CONSIDERED IN CONNECTION WITH AN INVESTMENT IN
THE SENIOR NOTES.
----------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS TO WHICH
IT RELATES. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
----------------
<TABLE>
<CAPTION>
INITIAL PUBLIC
OFFERING UNDERWRITING PROCEEDS TO
PRICE(1) DISCOUNT(2) COMPANY(1)(3)
---------------- ------------- ---------------
<S> <C> <C> <C>
Per Senior Note............. % % %
Total....................... $ $ $
<FN>
- --------------------------
(1) Plus accrued interest, if any, from ______, 1994.
(2) The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended. See "Underwriting."
(3) Before deducting estimated expenses of $ payable by the Company.
</TABLE>
----------------
The Senior Notes are offered severally by the Underwriters, as specified
herein, subject to receipt and acceptance by them and subject to their right to
reject any order in whole or in part. It is expected that the Senior Notes will
be ready for delivery through the facilities of DTC in New York, New York on or
about ______, 1994 against payment therefor in immediately available funds.
GOLDMAN, SACHS & CO.
BT SECURITIES CORPORATION
MORGAN STANLEY & CO.
INCORPORATED
-------------
The date of this Prospectus Supplement is ______, 1994.
<PAGE>
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE SENIOR NOTES
OFFERED HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
S-2
<PAGE>
SUMMARY
THIS PROSPECTUS SUPPLEMENT SHOULD BE READ IN CONJUNCTION WITH THE
ACCOMPANYING PROSPECTUS DATED DECEMBER 8, 1993 RELATING TO THE ISSUANCE OF UP TO
$400 MILLION AGGREGATE PRINCIPAL AMOUNT OF DEBT SECURITIES. CAPITALIZED TERMS
USED AND NOT OTHERWISE DEFINED HEREIN HAVE THE MEANINGS SET FORTH IN THE
PROSPECTUS. THE FOLLOWING SUMMARY INFORMATION IS QUALIFIED IN ITS ENTIRETY BY
THE MORE DETAILED INFORMATION AND FINANCIAL DATA APPEARING ELSEWHERE IN THIS
PROSPECTUS SUPPLEMENT AND THE PROSPECTUS, INCLUDING INFORMATION INCORPORATED
THEREIN BY REFERENCE. SEE "CERTAIN FACTORS" IN THE PROSPECTUS FOR A DISCUSSION
OF CERTAIN OF THE RISKS ASSOCIATED WITH AN INVESTMENT IN THE SENIOR NOTES.
THE COMPANY
The Penn Traffic Company ("Penn Traffic" or the "Company") is one of the
leading food retailers in the eastern United States. As of October 12, 1994, the
Company operated 236 supermarkets in Pennsylvania, upstate New York, Ohio and
northern West Virginia under the names "Riverside Markets" (13 stores), "Bi-Lo
Foods" (23 stores), "Insalaco's" (15 stores), "Quality Markets" (44 stores),
"P&C Foods" (64 stores) and "Big Bear" and "Big Bear Plus" (77 stores). On
September 30, 1994, Penn Traffic announced that it had reached an agreement with
American Stores Company to acquire supermarkets operated under the Acme trade
name located in north central and northeastern Pennsylvania and south central
New York (the "Acquisition"). See "Recent Developments."
Penn Traffic also operates a wholesale food distribution business which, as
of October 12, 1994, served 130 licensed franchisees and 117 independent
operators and a discount general merchandise business with 15 stores. Total
consolidated revenues of Penn Traffic for the 52-week period ended July 30, 1994
aggregated approximately $3.3 billion. In addition, Penn Traffic holds an
indirect ownership interest representing on a fully diluted basis approximately
17.8% of the common stock of Grand Union Holdings Corporation ("Grand Union
Holdings"), the indirect parent corporation of the Grand Union Company ("Grand
Union").
As of October 12, 1994, approximately 75% of Penn Traffic's supermarket
sales are in smaller communities where Penn Traffic believes it virtually always
holds the number one or number two market position. The balance of Penn
Traffic's sales is in Columbus, Ohio and Buffalo and Syracuse, New York. Penn
Traffic believes it has the leading market share in each of these communities
except Buffalo, New York.
Penn Traffic's retail and wholesale operations stretch from Ohio to upstate
New York. The Company operates in communities with diverse economies based on
manufacturing, natural resources, retailing, health care services, education and
government services. As of October 12, 1994, no supermarket company competed
against stores representing more than 20% of the Company's total revenues, with
the exception of The Kroger Co., which competed against Big Bear stores
representing approximately 30% of the Company's total revenues.
The Company has achieved continued improvement in operating performance over
the past several years. The Company attributes these improvements in operating
performance primarily to:
(1) a successful merchandising strategy which allows management to adapt
its in-store presentations and advertising programs to local community
preferences;
(2) significant investments in store and distribution facilities permitting
the Company to add higher margin products and services while increasing
operating efficiencies;
(3) improved merchandising and buying programs; and
(4) strong cost controls assisted by efficiencies gained from investments
in technology and sharing of corporate resources.
S-3
<PAGE>
The Company pursues an aggressive capital program that seeks to match store
size and format to local demographics and competitive conditions. During the
five fiscal years ended January 29, 1994, the Company has opened or remodeled
73% of its retail supermarket square footage. These larger, more modern
facilities strengthen the Company's competitive position and enable it to offer
its customers a broader variety of specialty departments, including pharmacies,
bakeries, delicatessens, floral, greeting cards and other general merchandise.
During the period from January 29, 1994 to January 31, 1999, the Company
expects to spend approximately $700 million (excluding the Acquisition) on
capital expenditures (including capital leases), equivalent to approximately
3.5% to 4.0% of planned retail sales over this period. These expenditures are
expected to be made within or contiguous to the Company's current marketing
areas, primarily to support the Company's retail supermarket business. The
Company believes that it will be able to fund its capital plan through
internally generated funds, borrowings under its revolving credit facility and
capital leases.
As of October 12, 1994, approximately 100 senior managers of the business
were direct shareholders in Penn Traffic.
THE OFFERING
<TABLE>
<S> <C>
Securities Offered........... $100,000,000 principal amount of ______% Senior Notes due
______, 2004 (the "Senior Notes").
Interest Payment Dates....... ______ and ______, commencing ______, 1995.
Interest Rate................ ______% per annum.
Redemption................... The Senior Notes are redeemable at the option of the
Company, in whole or in part, on or after ______, 1999,
at the redemption prices set forth herein, plus accrued
interest to the redemption date. See "Description of Senior
Notes--General--Redemption." The Senior Notes are not
entitled to the benefit of any sinking fund.
Ranking...................... The Senior Notes will be unsecured general obligations of
Penn Traffic and will rank PARI PASSU with other unsecured
general obligations of the Company. As of October 12, 1994
these obligations consisted of approximately $107 million
principal amount of 11 1/2% Senior Notes due 2001, $125
million principal amount of 10 1/4% Senior Notes due 2002,
$200 million principal amount of 8 5/8% Senior Notes due
2003, $100 million principal amount of 10 3/8% Senior Notes
due 2004 and other unsecured and unsubordinated obligations
of Penn Traffic. The Senior Notes will be effectively
subordinated to secured indebtedness of Penn Traffic with
respect to the assets securing such secured indebtedness.
The Company's revolving credit facility (as amended, the
"Revolving Credit Facility") with National Westminster Bank
USA, as Agent for a group of lending institutions, provides
for borrowings of up to $200 million, subject to increase to
$225 million before February 1995 if certain conditions are
met and subject to a borrowing base limitation. The
Revolving Credit Facility is secured by the Company's
accounts receivable, inventory and related assets.
</TABLE>
S-4
<PAGE>
<TABLE>
<S> <C>
Principal Covenants.......... The Indenture relating to the Senior Notes (the "Senior
Indenture") restricts, among other things, the ability of
Penn Traffic and its Subsidiaries (i) to incur additional
indebtedness, (ii) to enter into sale and leaseback
transactions, (iii) to pledge or dispose of assets and (iv)
to engage in transactions with affiliates. The Senior
Indenture also restricts the ability of Penn Traffic (i) to
make distributions on and repurchases of its common stock,
(ii) to have restrictions on the ability of Subsidiaries to
make dividend or other payments to Penn Traffic and (iii) to
merge or consolidate with or transfer all or substantially
all of its assets to another entity. The Senior Indenture
also restricts the ability of Subsidiaries of Penn Traffic
to issue preferred stock. The restrictions referred to in
this paragraph will not apply to any subsidiary designated
as an Unrestricted Subsidiary. See "Description of Debt
Securities--Certain Restrictive Covenants" in the
accompanying Prospectus.
Repurchase Obligation........ Penn Traffic will offer to repurchase all outstanding Senior
Notes at 101% of their principal amount plus accrued
interest to the date of repurchase promptly after the
occurrence of a Change of Control (as defined in the Senior
Indenture) of Penn Traffic or in the event of a merger
where, immediately after giving effect to the merger, the
surviving corporation does not meet the interest coverage
ratio set forth in the Senior Indenture. See "Description of
Debt Securities-- Mergers and Consolidations; Change of
Control" in the accompanying Prospectus.
Use of Proceeds.............. The Company will apply the net proceeds from the sale of the
Senior Notes to fund the Acquisition and for general
corporate purposes. See "Use of Proceeds."
</TABLE>
S-5
<PAGE>
USE OF PROCEEDS
The Company currently intends to use the net proceeds of the offering (the
"Offering") of the Senior Notes offered hereby to fund the Acquisition and for
general corporate purposes. Pending completion of the Acquisition, which is
expected to occur by the end of the calendar year, the net proceeds of the
Offering will be used to repay indebtedness outstanding under the Revolving
Credit Facility and invested in short-term securities. The Revolving Credit
Facility was recently amended to provide for interest at a rate per annum, at
the Company's option, equal to (x) LIBOR (as defined) plus 2.25%, LIBOR plus
2.0% or LIBOR plus 1.75%, depending on the interest coverage ratio attained by
the Company, or (y) the Base Rate (as defined) plus 1%, the Base Rate plus .75%
or the Base Rate plus .50%, depending on the interest coverage ratio attained by
the Company. The Company's interest coverage ratio is currently high enough for
it to obtain the lowest rates described above. For the 26 weeks ended
July 30, 1994, the Company paid a weighted average rate of interest on
borrowings under the Revolving Credit Facility of approximately 7.0%. The
Revolving Credit Facility will mature on April 30, 2000.
The Acquisition is subject to customary conditions. Although the Company
expects all of such conditions will be satisfied, there can be no assurance that
the Acquisition will be completed. In the event that the Acquisition is not
consummated, the Company will use the net proceeds of the Offering to repay
outstanding indebtedness and for general corporate purposes.
RECENT DEVELOPMENTS
On September 30, 1994, the Company entered into an agreement with certain
subsidiaries of American Stores Company to acquire 45 supermarkets currently
operating under the Acme trade name in north central and northeastern
Pennsylvania and south central New York. The purchase price for the stores is
approximately $75 million plus the cost of inventory (estimated to be
approximately $19 million).
The 45 stores had aggregate revenues of approximately $358 million for the
year ended January 29, 1994. After an initial transition period, the integration
of a majority of these stores into the Company is expected to add approximately
700,000 to 800,000 retail square feet to Penn Traffic's existing operations and
to generate annual revenues of approximately $260 million. During the next 24 to
30 months, Penn Traffic plans to renovate or enlarge most of the acquired stores
at a total cost of approximately $50 million. The Company expects the
Acquisition, which is subject to various customary conditions, to close by
calendar year end.
In August 1994, the Company entered into an amendment (the "Amendment") to
its $200 million Revolving Credit Facility. This amendment provides for an
increase in the total facility to $225 million if Penn Traffic so requests prior
to February 1995 and lending commitments are obtained for the additional $25
million. Penn Traffic currently plans to arrange for an increase in the
Revolving Credit Facility to $225 million, although there can be no assurance
that the Company will do so or be able to do so. The Amendment also reduced the
interest rate on LIBOR-based borrowings from LIBOR (as defined) plus 2.50% or
LIBOR plus 2.25%, depending on the interest coverage ratio attained by the
Company, to LIBOR plus 2.25%, LIBOR plus 2.0% or LIBOR plus 1.75%, depending on
the interest coverage ratio attained by the Company, and reduced the rate on
prime-based borrowings from the Base Rate (as defined) plus 1.00% or the Base
Rate plus 0.75%, depending on the interest coverage ratio attained by the
Company, to the Base Rate plus 1.00%, the Base Rate plus 0.75% or the Base Rate
plus 0.50%, depending on the interest coverage ratio attained by the Company.
The Company's interest coverage ratio is currently high enough for it to obtain
the lowest LIBOR-based and prime-based rates described above. See "Terms of
Financing Agreements" in the accompanying Prospectus.
S-6
<PAGE>
CAPITALIZATION
The following table sets forth the capitalization of Penn Traffic and its
subsidiaries as of July 30, 1994 and as adjusted to give effect to the sale of
the Senior Notes pursuant to the Offering. The table should be read in
conjunction with the Consolidated Financial Statements of Penn Traffic and the
related Notes thereto, which are set forth in the Company's Annual Report on
Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K which
are incorporated by reference in the Prospectus.
<TABLE>
<CAPTION>
AS OF JULY 30, 1994
-----------------------------
ACTUAL PRO FORMA (1)
------------- --------------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
Current Maturities of Long-Term Debt and Capital Leases............................ $ 13,430 $ 13,430
------------- --------------
------------- --------------
Revolving Credit Facility.......................................................... $ 22,600 $ 22,600
Other Secured Indebtedness......................................................... 29,605 29,605
Obligations under Capital Leases................................................... 129,616 129,616
11 1/2% Senior Notes due October 2001.............................................. 107,240 107,240
10 1/4% Senior Notes due February 2002............................................. 125,000 125,000
8 5/8% Senior Notes due December 2003.............................................. 200,000 200,000
_____% Senior Notes due ______ 2004................................................ -- 100,000
10 3/8% Senior Notes due October 2004.............................................. 100,000 100,000
9 5/8% Senior Subordinated Notes due April 2005.................................... 400,000 400,000
------------- --------------
Total Long-Term Debt and Capital Leases.......................................... $ 1,114,061 $ 1,214,061
Shareholders' Equity............................................................... 15,476 15,476
------------- --------------
Total Capitalization............................................................. $ 1,129,537 $ 1,229,537
------------- --------------
------------- --------------
<FN>
- ------------------------
(1) Assumes the sale by the Company of $100 million in principal amount of
Senior Notes.
</TABLE>
S-7
<PAGE>
SELECTED CONSOLIDATED FINANCIAL DATA
Set forth below are selected historical consolidated financial data of Penn
Traffic for the twenty-six weeks ended July 30, 1994 and July 31, 1993, and for
the five fiscal years ended January 29, 1994, and selected pro forma
consolidated financial data for the twenty-six weeks ended July 30, 1994 and
July 31, 1993, and for the fiscal year ended January 29, 1994. Due to the
acquisition of Big Bear, the equity investment in Grand Union and the
divestiture of the New England Division of P&C (see footnotes (1) and (2)
below), comparisons of the consolidated historical financial results among years
are not necessarily meaningful. Furthermore, the historical consolidated
financial data for the fiscal years ended January 30, 1993 and February 1, 1992
have been restated for the retroactive adoption of Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes" ("SFAS 109"). The
selected historical consolidated financial data for the five fiscal years ended
January 29, 1994 are derived from the Consolidated Financial Statements of Penn
Traffic which have been audited by Price Waterhouse, independent accountants.
The selected historical consolidated financial data for the twenty-six weeks
ended July 30, 1994 and July 31, 1993 are derived from consolidated financial
statements, which financial statements, in the opinion of management, reflect
all adjustments, consisting only of normal and recurring adjustments, necessary
for a fair presentation of such data. The unaudited selected pro forma
consolidated financial data represents the historical data for the periods
indicated adjusted for items set forth in Note 10 below. The pro forma
adjustments described in Note 10 are based upon estimates and assumptions that
management believes are reasonable. The selected consolidated financial data
should be read in conjunction with the Consolidated Financial Statements of Penn
Traffic and related Notes thereto, which are set forth in the Company's Annual
Report on Form 10-K for the fiscal year ended January 29, 1994, Quarterly
Reports on Form 10-Q and Current Reports on Form 8-K which are incorporated by
reference in the Prospectus.
<TABLE>
<CAPTION>
TWENTY-SIX WEEKS ENDED FISCAL YEAR ENDED
--------------------------- ------------------------------------------------------------------------
FEBRUARY 2,
JULY 30, JULY 31, JANUARY 29, JANUARY 30, FEBRUARY 1, 1991 (1) FEBRUARY 3,
1994 1993 1994 1993 1992 (53 WEEKS) 1990 (2)
-------------- ---------- ----------- ----------- -------------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
(DOLLARS IN THOUSANDS)
OPERATING DATA:
Revenues.................. $1,645,728 $1,543,036 $3,171,600 $2,832,949 $2,772,104 $2,803,781 $2,725,476
Cost of sales............. 1,274,388 1,202,651 2,464,853 2,230,493 2,195,773 2,253,619 2,202,754
Selling and administrative
expenses................. 295,552 271,949 559,729 475,839 460,684 444,280 432,650
Unusual item (3).......... -- 6,400 6,400 -- -- -- --
-------------- ---------- ----------- ----------- -------------- ------------ ------------
Operating income.......... 75,788 62,036 140,618 126,617 115,647 105,882 90,072
Acquisition financing
costs and expenses....... -- -- -- -- -- -- 12,345
Interest expense.......... 57,791 59,656 117,423 115,814 116,782 117,300 106,873
-------------- ---------- ----------- ----------- -------------- ------------ ------------
Income (loss) before
income taxes, equity in
net loss of affiliated
company, extraordinary
item and cumulative
effect of change in
accounting principle..... 17,997 2,380 23,195 10,803 (1,135) (11,418) (29,146)
Provision (benefit) for
income taxes (4)......... 8,873 1,327 15,019 6,812 4,217 2,427 (7,911)
-------------- ---------- ----------- ----------- -------------- ------------ ------------
Income (loss) before
equity in net loss of
affiliated company,
extraordinary item and
cumulative effect of
change in accounting
principle................ 9,124 1,053 8,176 3,991 (5,352) (13,845) (21,235)
Equity in net loss of
Grand Union (5).......... -- -- -- -- -- (10,334) (7,916)
-------------- ---------- ----------- ----------- -------------- ------------ ------------
Income (loss) before
extraordinary item and
cumulative effect of
change in accounting
principle................ 9,124 1,053 8,176 3,991 (5,352) (24,179) (29,151)
Extraordinary item (net of
tax benefit) (6)......... (2,967) (22,079) (25,843) (10,823) (3,718) -- --
-------------- ---------- ----------- ----------- -------------- ------------ ------------
Net income (loss) before
cumulative effect of
change in accounting
principle................ 6,157 (21,026) (17,667) (6,832) (9,070) (24,179) (29,151)
Cumulative effect of
change in accounting
principle................ (5,790)(7) -- -- -- (58,330)(8) -- --
-------------- ---------- ----------- ----------- -------------- ------------ ------------
Net income (loss)......... 367 (21,026) (17,667) (6,832) (67,400) (24,179) (29,151)
Preferred dividends....... -- (159) (159) (968) (2,768) (3,286) (2,824)
-------------- ---------- ----------- ----------- -------------- ------------ ------------
Net income (loss)
applicable to common
stock.................... $ 367 $ (21,185) $ (17,826) $ (7,800) $ (70,168) $ (27,465) $ (31,975)
-------------- ---------- ----------- ----------- -------------- ------------ ------------
-------------- ---------- ----------- ----------- -------------- ------------ ------------
Ratio of earnings to fixed
charges (9).............. 1.29x 1.04x 1.18x 1.07x -- -- --
OTHER DATA:
Cash interest expense..... $ 55,809 $ 57,656 $ 113,270 $ 111,478 $ 112,228 $ 112,977 $ 103,147
Depreciation and
amortization............. 43,245 40,237 82,869 72,787 68,581 61,307 53,431
LIFO adjustment........... 450 990 103 479 1,617 3,109 5,963
Capital expenditures
including capital
leases................... 43,223 69,000 182,700 148,650 82,061 74,750 77,044
</TABLE>
S-8
<PAGE>
<TABLE>
<S> <C>
BALANCE SHEET DATA (at July
30,1994):
Total assets............ $1,600,806
Total debt and capital
leases................. 1,127,491
Shareholders' equity.... 15,476
</TABLE>
<TABLE>
<CAPTION>
TWENTY-SIX WEEKS ENDED FISCAL YEAR
------------------------- ENDED
JULY 30, JULY 31, JANUARY 29,
1994 1993 1994
------------- ---------- ------------
<S> <C> <C> <C>
PRO FORMA OPERATING DATA (10):
Revenues.................. $1,783,232 $1,753,871 $3,534,710
Operating income (11)..... 80,887 69,258 153,891
Interest expense.......... 63,166 67,328 131,162
Income before income
taxes, extraordinary item
and cumulative effect of
change in accounting
principle (11)........... 17,721 1,930 22,729
Income before
extraordinary item and
cumulative effect of
change in accounting
principle (11)........... 8,958 783 8,024
OTHER PRO FORMA DATA (10):
Cash interest expense..... $ 61,059 $ 62,905 $ 123,770
Depreciation and
amortization............. 46,465 43,457 89,311
LIFO adjustment........... 450 990 103
PRO FORMA BALANCE SHEET DATA
(at July 30, 1994) (10):
Total assets.............. $1,708,806
Total debt and capital
leases................... 1,227,491
Shareholders' equity...... 15,476
<FN>
- ------------------------
(1) The divestiture of the P&C New England Division occurred on July 30, 1990
(Fiscal 1991).
(2) Penn Traffic acquired Big Bear in April 1989 (Fiscal 1990). Penn Traffic
owns an indirect ownership interest representing approximately 17.8% of the
common stock of Grand Union Holdings, the indirect parent corporation of
Grand Union, on a fully diluted basis. Penn Traffic's ownership interest in
Grand Union Holdings was acquired in July 1989 (Fiscal 1990).
(3) Represents costs related to a voluntary employee separation program at the
Company's P&C Division and the realignment of certain operations.
(4) For the fifty-two weeks ended January 29, 1994, includes a charge of $2.4
million as a result of the increase in the federal tax rate, as required by
SFAS 109.
(5) Penn Traffic is accounting for the Grand Union investment under the equity
method. By February 2, 1991, Penn Traffic had recorded losses which reduced
the carrying value of its investment to zero.
(6) The extraordinary charges (net of income tax benefits) resulted from the
early retirement of debt.
(7) Represents cumulative effect of the Company's adoption of Statement of
Financial Accounting Standards No. 112, "Employers' Accounting for
Postemployment Benefits" ("SFAS 112").
(8) Represents cumulative effect of the Company's adoption of SFAS 109
retroactive to the beginning of the fiscal year ended February 1, 1992.
Income tax provisions for the fiscal years ended February 2, 1991 and
February 3, 1990 were computed in accordance with Accounting Principles
Board Opinion No. 11.
</TABLE>
S-9
<PAGE>
<TABLE>
<C> <S>
<FN>
(9) For purposes of the computation, the ratio of earnings to fixed charges has
been calculated by dividing (a) earnings before income taxes and fixed
charges by (b) fixed charges plus the pre-tax equivalent of subsidiaries'
preferred stock dividends. Fixed charges are equal to interest expense plus
the estimated interest component of operating leases (assumed to be
one-third). Earnings before income taxes and fixed charges were insufficient
to cover fixed charges plus the pre-tax equivalent of subsidiaries'
preferred stock dividends by $5.7 million, $16.9 million and $21.5 million
for the periods ended February 1, 1992, February 2, 1991 and February 3,
1990, respectively.
(10) The pro forma data give effect to the following events as though they had
occurred at the beginning of the applicable period, in the case of Pro Forma
Operating Data and Other Pro Forma Data, and at July 30, 1994, in the case
of Pro Forma Balance Sheet Data:
(a) the issuance of $100 million in principal amount of Senior
Notes at an assumed interest rate of 10.5%;
(b) the Acquisition of 45 supermarkets expected to be purchased from
subsidiaries of American Stores Company for $75 million plus
inventory;
(c) the payment of expenses related to the foregoing; and
(d) in the case of the Pro Forma Operating Data and Other Pro Forma Data
for the year ended January 30, 1994 and the twenty-six weeks ended
July 31, 1993, the acquisition of 12 supermarkets purchased from
Insalaco Markets, Inc. in September 1993.
The pro forma data are based on certain assumptions, some of which are
detailed in Penn Traffic's Current Report on Form 8-K relating to the
Acquisition which is incorporated herein by reference. Such assumptions may
not prove to be accurate and the pro forma data are not necessarily
indicative of actual financial position or results of operations which would
have existed or been realized if the foregoing events had taken place at the
dates indicated above or which may exist or be realized in the future. For
each 1/8 of 1% change in assumed interest rate on the Senior Notes, pro
forma interest expense and pro forma income before extraordinary item and
cumulative effect of change in accounting principle would change by $125,000
and $75,000 per year (or $62,500 and $37,500 per twenty-six week period),
respectively.
(11) Amounts are stated after the deduction of unusual items of (a) $1.1 million
($0.7 million after taxes) relating to a voluntary employee separation
program at the supermarkets to be acquired in the Acquisition for the
twenty-six weeks ended July 30, 1994 and (b) $6.4 million ($3.8 million
after taxes) relating to a voluntary employee separation program at the
Company's P & C Division and the realignment of certain Company operations
for the twenty-six weeks ended July 31, 1993 and for the fifty-two weeks
ended January 29, 1994.
</TABLE>
S-10
<PAGE>
DESCRIPTION OF SENIOR NOTES
THE FOLLOWING DESCRIPTION OF THE PARTICULAR TERMS OF THE SENIOR NOTES
OFFERED HEREBY (REFERRED TO IN THE ACCOMPANYING PROSPECTUS AS THE "DEBT
SECURITIES" OR THE "SECURITIES") SUPPLEMENTS, AND TO THE EXTENT INCONSISTENT
THEREWITH, REPLACES THE DESCRIPTION OF THE GENERAL TERMS AND PROVISIONS OF DEBT
SECURITIES SET FORTH IN THE ACCOMPANYING PROSPECTUS, TO WHICH DESCRIPTION
REFERENCE IS HEREBY MADE. CAPITALIZED TERMS NOT DEFINED HEREIN HAVE THE MEANINGS
ASSIGNED TO SUCH TERMS IN THE ACCOMPANYING PROSPECTUS.
The terms of the Senior Notes include those stated in the Senior Indenture.
The Senior Notes are subject to all such terms and prospective purchasers are
referred to the Senior Indenture for a statement thereof. The following
statements relating to the Senior Notes and the Senior Indenture are summaries
and do not purport to be complete. Such summaries may make use of certain terms
defined in the Senior Indenture and are qualified in their entirety by express
reference to such Senior Indenture. A copy of the Senior Indenture is on file
with the Commission.
As permitted by the Senior Indenture and as described herein, certain terms
of the Senior Notes have been established pursuant to a Board Resolution adopted
by the Board of Directors of the Company on September 13, 1994.
GENERAL
The Senior Notes will be issued under an indenture (the "Senior Indenture")
dated as of December 15, 1993 (the "Senior Indenture") between the Company and
United States Trust Company of New York, as trustee (the "Senior Trustee"). The
Company's $200 million principal amount of 8 5/8% Senior Notes due 2003 were
also issued pursuant to the Senior Indenture. The Senior Notes, which will be
limited to $100 million aggregate principal amount, will constitute a series of
Senior Debt Securities described in the accompanying Prospectus and will mature
on ______, 2004. The Senior Notes will be unsecured general obligations of
the Company and will be issued in denominations of $1,000 and integral multiples
of $1,000.
The Senior Notes will rank PARI PASSU with other unsecured general
obligations of the Company. As of October 12, 1994 these obligations consisted
of approximately $107 million principal amount of 11 1/2% Senior Notes due 2001,
$125 million principal amount of 10 1/4% Senior Notes due 2002, $200 million
principal amount of 8 5/8% Senior Notes due 2003, $100 million principal amount
of 10 3/8% Senior Notes due 2004, and other general unsecured obligations of the
Company. The Senior Notes will be effectively subordinated to secured
indebtedness of the Company with respect to the assets securing such secured
indebtedness. The Company's Revolving Credit Facility provides for borrowings of
up to $200 million, subject to increase to $225 million before February 1995 if
certain conditions are met and subject to a borrowing base limitation. The
Revolving Credit Facility is secured by the Company's accounts receivable,
inventory and related assets.
The Company will pay interest on the Senior Notes on ______ and ______ of
each year, commencing ______, 1995, to the persons who are registered holders
at the close of business on the ______ or ______ immediately preceding the
interest payment date. Initially, _______, a New York banking
corporation, will act as Paying Agent and Registrar.
GLOBAL SECURITIES. The Senior Notes will be issued in the form of one or
more fully registered global securities ("Global Securities") which will be
deposited with, or on behalf of, The Depository Trust Company ("DTC") and
registered in the name of DTC or its nominee. Interests in the Global Securities
will be shown on, and transfers thereof will be effected only through, records
maintained by DTC and its participants. Global Securities will not be
transferrable or exchangeable for Senior Notes in definitive form except under
the very limited circumstances described in the accompanying Prospectus under
"Description of Debt Securities--Global Securities."
S-11
<PAGE>
SAME-DAY SETTLEMENT AND PAYMENT. Settlement for the Senior Notes will be
made in immediately available funds. The Senior Notes will trade in DTC's
Same-Day Funds Settlement System until maturity, and secondary market trading
activity for the Senior Notes will therefor settle in immediately available
funds. All payments of principal and interest on the Senior Notes will be made
by the Company in immediately available funds.
REDEMPTION. The Senior Notes will not be redeemable at the option of the
Company prior to ______, 1999. On or after ______, 1999, the Senior
Notes will be redeemable at the option of the Company, in whole at any time or
in part, from time to time, on not less than 30 nor more than 60 days' prior
notice, mailed by first-class mail to the Holders' last addresses as they appear
upon the register, at the following prices (expressed in percentages of the
principal amount), if redeemed during the twelve months beginning ______ of
the years indicated below, in each case together with interest accrued to the
redemption date:
<TABLE>
<CAPTION>
YEAR PERCENTAGE
- --------------------------------------------------------------------------------- -----------
<S> <C>
1999............................................................................. --%
2000............................................................................. --
2001............................................................................. -------
100.000%
-------
-------
2002 and thereafter..............................................................
</TABLE>
If less than all the Senior Notes are to be redeemed, selection of Senior
Notes for redemption will be made in the manner selected by the Senior Trustee
or the Registrar for the Senior Notes.
The Senior Notes will not have the benefit of any sinking fund obligations.
COVENANTS. The restrictive covenants described under "Description of Debt
Securities--Certain Restrictive Covenants--Common Indenture Covenants" and
"--Senior Indenture Covenants" in the accompanying Prospectus are applicable to
the Senior Notes. Pursuant to a Board Resolution adopted on September 13, 1994
establishing certain terms of the Senior Notes, for purposes of computing the
amount of Restricted Payments permitted to be made pursuant to the limitation
described in clause (iii) of the paragraph of the Prospectus captioned
"Description of Debt Securities--Certain Restrictive Covenants--Common Indenture
Covenants--Restricted Payments," the date from which Consolidated Net Income
will be calculated will be July 31, 1994 and the determination of Consolidated
Net Income for any period ending prior to May 1, 1995 shall exclude the
deduction of an amount equal to the aggregate charges (net of applicable tax)
incurred by the Company related to the repurchase or retirement of Indebtedness
prior to its stated maturity.
MERGERS AND CONSOLIDATIONS; CHANGE OF CONTROL. As described under
"Description of Debt Securities--Mergers and Consolidations; Change of Control"
in the accompanying Prospectus, Penn Traffic will offer to repurchase all
outstanding Senior Notes, at 101% of their principal amount plus accrued
interest to the date of repurchase, promptly after the occurrence of a Change of
Control of Penn Traffic or in the event of a merger or consolidation where,
immediately after giving effect to such merger or consolidation, the surviving
corporation does not meet the interest coverage ratio set forth in the Senior
Indenture.
EVENTS OF DEFAULT. Events of Default with respect to the Senior Notes are
set forth under "Description of Debt Securities--Events of Default" in the
accompanying Prospectus.
S-12
<PAGE>
UNDERWRITING
Subject to the terms and conditions set forth in the Underwriting Agreement
and the Pricing Agreement, the Company has agreed to sell to each of the
Underwriters named below, and each of the Underwriters has severally agreed to
purchase from the Company, the principal amount of the Senior Notes set forth
opposite its name below:
<TABLE>
<CAPTION>
PRINCIPAL AMOUNT
UNDERWRITERS OF SENIOR NOTES
- --------------------------------------------------------------------------- -----------------
<S> <C>
Goldman, Sachs & Co........................................................ $ --
BT Securities Corporation.................................................. --
Morgan Stanley & Co. Incorporated.......................................... --
-----------------
Total.................................................................... $ 100,000,000
-----------------
-----------------
</TABLE>
Under the terms and conditions of the Underwriting Agreement and the Pricing
Agreement, the Underwriters are committed to take and pay for all of the Senior
Notes, if any are taken.
The Underwriters propose to offer the Senior Notes in part directly to the
public at the initial public offering price set forth on the cover page of this
Prospectus Supplement and in part to certain securities dealers at such price
less a concession of ___% of the principal amount of the Senior Notes. The
Underwriters may allow, and such dealers may reallow, a concession not to exceed
___% of the principal amount of the Senior Notes to certain brokers and
dealers. After the Senior Notes are released for sale to the public, the
offering price and other selling terms may from time to time be varied by the
Underwriters.
The Senior Notes represent a new issue of securities with no established
trading market. The Company has been advised by the Underwriters that the
Underwriters intend to make a market in the Senior Notes but are not obligated
to do so and may discontinue market making at any time without notice. No
assurance can be given as to the liquidity of the trading market for the Senior
Notes.
The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933.
Miller Tabak Hirsch + Co. will receive a fee of $500,000 to be paid on the
closing of the Acquisition for its services in connection with assisting the
Company with the Acquisition and the Offering. See "Certain Transactions" in the
accompanying Prospectus.
Goldman, Sachs & Co., which is an Underwriter in this Offering, has
performed various investment banking services for Penn Traffic, for which it
received customary fees, and from time to time has participated in underwriting
securities of Penn Traffic and Grand Union. Goldman, Sachs & Co. served as
financial advisor to Grand Union Holdings in connection with the
recapitalization of Grand Union Holdings and its subsidiaries in July 1992.
BT Securities Corporation, which is an Underwriter in this Offering, has
participated in underwriting securities of Penn Traffic and Grand Union. BT
Securities Corporation has served as financial advisor to Grand Union
Holdings in connection with the recapitalization of Grand Union
Holdings and its subsidiaries in July 1992. Bankers Trust Company, an
affiliate of BT Securities Corporation, maintains customary banking
relationships with Grand Union Holdings and its subsidiaries, including acting
as agent under Grand Union's bank credit agreement. Bankers Trust Company
will be the Paying Agent and Registrar for the Senior Notes.
VALIDITY OF THE SENIOR NOTES
The validity of the Senior Notes will be passed upon for Penn Traffic by
Donovan Leisure Newton & Irvine, New York, New York, and for the Underwriters by
Sullivan & Cromwell, New York, New York. Such counsel will express no opinion as
to federal or state laws relating to fraudulent transfers. See "Certain
Factors--Fraudulent Conveyance" in the accompanying Prospectus.
S-13
<PAGE>
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NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS SUPPLEMENT OR THE
PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS PROSPECTUS SUPPLEMENT AND THE
PROSPECTUS DO NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO
BUY ANY SECURITIES OTHER THAN THE SECURITIES DESCRIBED IN THIS PROSPECTUS
SUPPLEMENT OR AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SUCH
SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL.
NEITHER THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS NOR ANY
SALE MADE HEREUNDER OR THEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY
IMPLICATION THAT THE INFORMATION CONTAINED HEREIN OR THEREIN IS CORRECT AS OF
ANY TIME SUBSEQUENT TO THE DATE OF SUCH INFORMATION.
--------------
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
<TABLE>
<CAPTION>
PAGE
---------
<S> <C>
Summary........................................... S-3
Use of Proceeds................................... S-6
Recent Developments............................... S-6
Capitalization.................................... S-7
Selected Consolidated Financial Data.............. S-8
Description of Senior Notes....................... S-11
Underwriting...................................... S-13
Validity of the Senior Notes...................... S-14
PROSPECTUS
Available Information............................. 2
Incorporation of Certain Documents by Reference... 2
The Penn Traffic Company.......................... 3
Recent History.................................... 4
Certain Factors................................... 5
Ratio of Earnings to Fixed Charges................ 7
Use of Proceeds................................... 7
Description of Debt Securities.................... 8
Certain Transactions.............................. 35
Terms of Financing Agreements..................... 36
Plan of Distribution.............................. 38
Validity of the Debt Securities................... 38
Experts........................................... 39
</TABLE>
$100,000,000
THE PENN TRAFFIC COMPANY
___% SENIOR NOTES
DUE ______, 2004
-----------
PROSPECTUS SUPPLEMENT
-----------
GOLDMAN, SACHS & CO.
BT SECURITIES CORPORATION
MORGAN STANLEY & CO.
INCORPORATED
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