As filed with the Securities and Exchange Commission on July 29,
1997
Registration Number 333-
-----
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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THE PENN TRAFFIC COMPANY
(Exact name of registrant as specified in its charter)
Delaware 25-0716800
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1200 State Fair Boulevard 13221-4737
Syracuse, New York (Zip Code)
(Address of Principal
Executive Offices)
THE PENN TRAFFIC COMPANY 1997 PERFORMANCE INCENTIVE PLAN
(Full Title of Plan)
Francis D. Price, Jr., Esq.
Vice President and General Counsel
The Penn Traffic Company
1200 State Fair Boulevard
Syracuse, New York 13221-4737
(Name and address of agent for service)
(315) 453-7284
(Telephone number, including area code, of agent for service)
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Copies to:
John J. McCann, Esq.
Donovan Leisure Newton & Irvine
30 Rockefeller Plaza
New York, New York 10112
(212) 632-3345
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CALCULATION OF REGISTRATION FEE
<TABLE>
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<CAPTION>
TITLE OF AMOUNT PROPOSED PROPOSED AMOUNT OF
SECURITIES TO BE MAXIMUM MAXIMUM REGISTRATION
TO REGISTERED(1) OFFERING AGGREGATE FEE
BE PRICE PER OFFERING
REGISTERED UNIT(1) PRICE(1)
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<S> <C> <C> <C> <C>
Common Stock 363,100 $4.0625 $ 1,475,093.80 $ 447.00
par value $1.25 23,500 6.3750 149,812.50 45.40
per share 652,000 7.6875 5,012,250.00 1,518.86
461,400 7.625 3,518,175.00 1,066.11
Total 1,500,000 $10,155,331.30 $3,077.37
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==============
<FN>
(1) Represents shares of Common Stock issued or issuable under
the Penn Traffic Company 1997 Performance Incentive Plan
(the "Incentive Plan") or shares of Common Stock issuable
upon exercise of options granted or to be granted under the
Incentive Plan. Includes 363,100 shares with respect to
which options have been granted at an exercise price of
4.0625 per share, 23,500 shares with respect to which
options have been granted at an exercise price of 6.3750 and
652,000 shares with respect to which options have been
granted at an exercise price of 7.6875. An additional
461,400 shares are available for issuance under the
Incentive Plan. Pursuant to Rule 457(h) under the
Securities Act of 1933 as amended (the "Securities Act"),
the offering price for these additional shares is estimated
for the sole purpose of computing the registration fee.
Pursuant to Securities Act Rule 457(c), the proposed maximum
offering price for these additional shares is calculated as
the average of the high and low prices, reported by the New
York Stock Exchange, Inc., of the Common Stock of the
registrant as of July 25, 1997.
</FN>
</TABLE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents containing information specified in
Part I of Form S-8 will be sent or given to employees
participating in the Plan as specified by Rule 428(b)(1) of the
Securities Act of 1933, as amended. Those documents and the
documents incorporated by reference into this Registration
Statement pursuant to Item 3 of Part II of this Registration
Statement, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act of 1933, as
amended.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Commission by
The Penn Traffic Company ("Penn Traffic") (File No. 1-9930) are
incorporated herein by reference and made a part hereof:
(a) Penn Traffic's Annual Report on Form 10-K for the
fiscal year ended February 1, 1997;
(b) Penn Traffic's Quarterly Report on Form 10-Q for the
quarter ended May 3, 1997; and
(c) the description of the Common Stock of Penn Traffic
contained in its Registration Statement on Form 8-A
filed on December 14, 1994 pursuant to Section 12 of
the Securities Exchange Act of 1934 (the "Exchange
Act"), which description is qualified in its entirety
by reference to any amendment or report filed for the
purpose of updating that description.
All documents filed by Penn Traffic pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
subsequent to the date of this Registration Statement and prior
to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorpo
rated by reference in this Registration Statement, to be part
hereof from the date of filing of such documents.
The consolidated financial statements and financial
statement schedules of Penn Traffic included in or incorporated
by reference in Penn Traffic's Annual Report on Form 10-K for the
fiscal year ended February 1, 1997 have been incorporated herein
by reference in reliance upon the reports, also incorporated
herein by reference, of Price Waterhouse, LLP, independent
certified public accountants, given on their authority as experts
in auditing and accounting.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Penn Traffic is a Delaware corporation. Reference is
made to Section 145 of the Delaware General Corporation Law as to
indemnification by Penn Traffic of its officers and directors.
The general effect of such law is to empower a corporation to
indemnify any of its officers and directors against certain
expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by
the person to be indemnified in connection with certain actions,
suits or proceedings (threatened, pending or completed) if the
person to be indemnified acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best
interests of the corporation and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his
conduct was unlawful.
Article Eighth of Penn Traffic's Certificate of
Incorporation, as amended (which Certificate of Incorporation is
incorporated by reference as Exhibit 3.1 to this Registration
Statement), provides for the indemnification of Penn Traffic's
officers and directors in accordance with the Delaware General
Corporation Law, and includes, as permitted by the Delaware
General Corporation Law, certain limitations on the potential
personal liability of members of Penn Traffic's Board of
Directors for monetary damages as a result of actions taken in
their capacity as Board members.
The directors and officers of Penn Traffic, are covered
by insurance policies indemnifying them against certain
liabilities arising under the Securities Act, which might be
incurred by them in such capacities.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The documents listed hereunder are filed as exhibits
hereto.
Exhibit Number Description
- -------------- -----------
3.1 Certificate of Incorporation of Penn Traffic
(incorporated by reference to Exhibit 3.1 to Penn Traffic's
Registration Statement on Form S-3 (Reg. No. 33-51824) filed
on October 2, 1992 with the Securities and Exchange
Commission.
4.1 The Penn Traffic Company 1997 Performance Incentive
Plan.
5 Opinion and Consent of Donovan
Leisure Newton & Irvine.
23.1 Consent of Donovan Leisure Newton & Irvine (included in
Exhibit 5 hereto).
23.2 Consent of Price Waterhouse, LLP dated July 28, 1997.
24 Powers of Attorney.
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
Registration Statement:
(i) to include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or
events arising after the effective date of the Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the
Registration Statement; and
(iii) to include any material information with
respect to the plan of distribution not previously disclosed
in the Registration Statement or any material change to such
information in the Registration Statement; provided,
--------
however, that paragraphs (a)(1)(i) and (a)(1)(ii)
-------
do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission
by the registrant pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration
statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to
the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Syracuse, State of New York, on the
29th day of July, 1997.
THE PENN TRAFFIC COMPANY
By /s/ Philip E. Hawkins
-----------------------------
Philip E. Hawkins
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
Date: July 29, 1997 By: /s/ Philip E. Hawkins
-----------------------------
Philip E. Hawkins
President and Chief Executive
Officer(principal executive
officer)
Date: July 29, 1997 By: /s/ Gary D. Hirsch *
-----------------------------
Gary D. Hirsch
Chairman of the Board and
Director
<FN1>
- -----------------
* By: /s/ Francis D. Price, Esq.
-----------------------------
Francis D. Price, Esq.
Attorney-in-fact
<\FN1>
Date: July 29, 1997 By: /s/ Martin A. Fox *
-----------------------------
Martin A. Fox
Director
Date: July 29, 1997 By: /s/ Robert J. Davis
-----------------------------
Robert J. Davis
Senior Vice President - Finance
and Chief Financial Officer
(principal accounting officer
and principal financial officer)
Date: July 29, 1997 By: /s/ Eugene A. DePalma *
-----------------------------
Eugene A. DePalma
Director
Date: July 29, 1997 By: /s/ Susan E. Engel *
-----------------------------
Susan E. Engel
Director
Date: July 29, 1997 By: /s/ Claude J. Incaudo *
-----------------------------
Claude J. Incaudo
Director
<FN2>
- -----------------
* By: /s/ Francis D. Price, Esq.
-----------------------------
Francis D. Price, Esq.
Attorney-in-fact
<\FN2>
Date: July 29, 1997 By: /s/ James A. Lash *
-----------------------------
James A. Lash
Director
Date: July 29, 1997 By: /s/ Harold S. Poster *
-----------------------------
Harold S. Poster
Director
Date: July 29, 1997 By: /s/ Richard D. Segal *
-----------------------------
Richard D. Segal
Director
<FN3>
- -----------------
* By: /s/ Francis D. Price, Esq.
-----------------------------
Francis D. Price, Esq.
Attorney-in-fact
<\FN3>
<PAGE>
INDEX TO EXHIBITS
Exhibit Number Description
- -------------- -----------
3.1 Certificate of Incorporation of
Penn Traffic (incorporated by
reference to Exhibit 3.1 to Penn
Traffic's Registration Statement on
Form S-3 (Reg. No. 33-51824) filed on
October 2, 1992 with the Securities
and Exchange Commission.
4.1 The Penn Traffic Company 1997
Performance Incentive Plan.
5 Opinion and Consent of Donovan
Leisure Newton & Irvine.
23.1 Consent of Donovan Leisure Newton
& Irvine (included in Exhibit 5
hereto).
23.2 Consent of Price Waterhouse, LLP
dated July 28, 1997.
24 Powers of Attorney.
EXHIBIT 4.1
THE PENN TRAFFIC COMPANY
1997 PERFORMANCE INCENTIVE PLAN
1. PURPOSES OF THE PLAN.
This Performance Incentive Plan, first adopted November
21, 1996 and amended and restated as of April 1, 1997, shall be
known as "The Penn Traffic Company 1997 Performance Incentive
Plan" (hereinafter referred to as the "Plan"). The purposes of
the Plan are to further the long-term growth of The Penn Traffic
Company (the "Corporation"), to the benefit of its stockholders,
by providing incentives to the officers, employees and
independent contractors of the Corporation and its subsidiaries
who will be largely responsible for such growth, and to assist
the Corporation and its subsidiaries in attracting and retaining
executives of experience and ability on a basis competitive with
industry practices. The Plan permits the Corporation to provide
incentive compensation of the types commonly known as restricted
stock, stock options and phantom stock, as well as other types of
incentive compensation. For purposes of this Plan, "Award" shall
mean and include any Option, SAR, Restricted Stock, Common Stock
granted as a bonus or in lieu of other awards, other Stock-Based
Award, Tax Bonus, or other cash payments granted to a participant
under the Plan.
2. ADMINISTRATION OF THE PLAN.
The Plan shall be administered by the Personnel and
Compensation Committee of the Board of Directors of the
Corporation (the "Committee"). Subject to the provisions of the
Plan, the Committee shall have exclusive power to select the
officers, employees and independent contractors of the
Corporation and its subsidiaries to participate in the Plan; to
determine the type, size and terms of Awards to be made to each
participant selected, to determine whether, to what extent, and
under what circumstances an Award may be settled, or the exercise
price of an Award may be paid, in cash, Common Stock, other
Awards or other property, or an Award may be cancelled,
forfeited, or surrendered; to determine whether, and to certify
that, performance goals to which the settlement of an Award is
subject are satisfied; to correct any defect or supply any
omission or reconcile any inconsistency in the Plan, and to
adopt, amend and rescind such rules and regulations as, in its
opinion, may be advisable in the administration of the Plan; and
to make all other determinations as it may deem necessary or
advisable for the administration of the Plan. The Committee's
interpretation of the Plan, any Awards granted thereunder or any
Award Agreements shall be final and binding on all parties
concerned, including the Corporation and any participant. Any
action of the Committee in administering the Plan shall be final,
conclusive and binding on all persons, including the Corporation,
its subsidiaries, employees, participants, persons claiming
rights from or through participants and stockholders of the
Corporation.
3. PARTICIPATION.
Participants in the Plan shall be selected by the
Committee from among the officers, employees and independent
contractors of the Corporation and its subsidiaries. The term
"subsidiary" shall mean any corporation, partnership, joint
venture or other business entity a majority of whose outstanding
voting securities is beneficially owned, directly or indirectly,
by the Corporation. Participants may receive multiple Awards
under the Plan.
4. AWARDS.
(a) TYPES. Awards under the Plan may include, but need not
be limited to, cash and/or shares of the Corporation's common
stock, $1.25 par value ("Common Stock"), rights to receive cash
and/or shares of Common Stock, and options ("Options") to
purchase shares of Common Stock, including options designated as
qualifying as incentive stock options ("Incentive Stock Options"
or "ISOs") under Section 422 of the Internal Revenue Code of
1986, as amended ("Code"), and options not intended so to
qualify. The terms of any Option granted under the Plan as an
ISO shall comply in all respects with the provisions of Section
422 of the Code, including, but not limited to, the requirement
that no ISO shall be granted more than ten years after the
effective date of the Plan. The Committee may also make any
other type of Award deemed by it to be consistent with the
purposes of the Plan.
(b) VESTING, PERFORMANCE REQUIREMENTS AND FORFEITURE. In
granting any Awards, the Committee (1) may specify that the right
to exercise such Awards or the right to receive payment of such
cash and/or shares of Common Stock or to retain any shares of
Common Stock so transferred shall be conditional upon the
fulfillment of specified conditions, including, without
limitation, completion of specified periods of service in the
employ of the Corporation or its subsidiaries, and the
achievement of specified business and/or personal performance
goals, and (2) may provide for the forfeiture of all or any
portion of any such Awards in specified circumstances. The
Committee may also specify by whom and/or in what manner the
accomplishment of any such performance goals shall be determined.
(c) AGREEMENTS. Awards under the Plan shall be evidenced
by an agreement (an "Award Agreement"), which, subject to the
provisions of the Plan, may contain such terms and conditions as
may be approved by the Committee, and shall be executed by an
officer on behalf of the Corporation and by the recipient of the
Award.
5. SHARES OF STOCK SUBJECT TO THE PLAN.
Subject to adjustment as provided in Section 7(a)
hereof, the number of shares of Common Stock which may be paid to
participants under the Plan and/or purchased pursuant to Options
granted under the Plan shall not exceed an aggregate of one
million five hundred thousand (1,500,000) shares. In the event
that any shares of Common Stock subject to an Award are forfeited
or such Award is settled in cash or otherwise terminated for any
reason without an actual distribution of shares of Common Stock
to the participant, such shares may again be awarded under the
Plan. If the terms of any Award allow a participant to acquire
or receive payment with regard to a stated number or maximum
number of shares of Common Stock by alternatively exercising
Options or receiving cash and/or shares pursuant to other forms
of Awards or forfeiting without consideration any Restricted
Stock (whether or not any of the foregoing shall have been
granted at the same or at a different time), the total number of
shares of Common Stock which shall be deemed granted shall be
limited to only the maximum number which can be so acquired or
received. Shares to be delivered or purchased under the Plan may
be either authorized but unissued shares of Common Stock or
shares of Common Stock held by the Corporation as treasury
shares.
6. OPTIONS AND OTHER AWARDS.
(a) TERM OF OPTIONS. The term of any Option shall be
determined by the Committee, but in no event shall any Option
designated as an Incentive Stock Option be exercisable more than
ten years after the date on which it was granted.
(b) OPTION PRICE; FAIR MARKET VALUE. The price ("Option
Price") at which shares of Common Stock may be purchased pursuant
to any Option shall be determined by the Committee at the time
the Option is granted, but in no event shall the Option Price be
less than 100 per cent of the Fair Market Value of such shares on
the date the Option is granted. For all purposes of the Plan,
"Fair Market Value" is the mean of the high and low sales prices
of the Common Stock on the relevant date as reported on the stock
exchange or market on which the Common Stock is primarily traded,
or, if no sale is made on such date, then "Fair Market Value" is
a weighted average of the mean of the high and low sales prices
of the Common Stock on the next preceding day and the next
succeeding day on which such sales were made as reported on the
stock exchange or market on which the Common Stock is primarily
traded.
(c) PAYMENT UPON EXERCISE. The Committee shall determine
the time or times at which an Option may be exercised in whole or
in part, whether the Option Price shall be paid in cash or by the
surrender at Fair Market Value of Common Stock, or by any
combination of cash and shares of Common Stock, including,
without limitation, cash, Common Stock, other Awards, or other
property (including notes or other contractual obligations of
participants to make payment on a deferred basis, such as through
"cashless exercise" arrangements, to the extent permitted by
applicable law), and the methods by which Common Stock will be
delivered or deemed to be delivered to participants. Upon
exercise of an Option, the Option Price shall be payable to the
Corporation in cash, or, at the discretion of the Committee, in
shares of Common Stock valued at the Fair Market Value thereof on
the date of payment, or in a combination of cash and shares of
Common Stock.
(d) SURRENDER OF OPTIONS. The Corporation may, if the
Committee so determines, accept the surrender by a participant,
or the personal representative of a participant, of an Option, in
consideration of a cash payment by the Corporation equal to the
difference obtained by subtracting the aggregate Option Price
from the aggregate Fair Market Value of the Common Stock covered
by the Option on the date of such surrender, or partly in shares
of Common Stock and partly in cash.
(e) RESTRICTED STOCK. The Committee is authorized to award
shares of Common Stock which are, in accordance with this Section
6(e), subject to restrictions and a risk of forfeiture
("Restricted Stock") to participants on the following terms and
conditions:
(i) RESTRICTED PERIOD. Restricted Stock awarded to a
participant shall be subject to such restrictions on
transferability and other restrictions for such periods as shall
be established by the Committee, in its discretion, at the time
of such Award, which restrictions may lapse separately or in
combination at such times, under such circumstances, or
otherwise, as the Committee may determine.
(ii) FORFEITURE. Restricted Stock shall be
forfeitable to the Corporation upon termination of employment
during the applicable restricted periods. The Committee, in its
discretion, whether in an Award Agreement or anytime after an
Award is made, may accelerate the time at which restrictions or
forfeiture conditions will lapse or remove any such restrictions,
including upon death, disability or retirement, whenever the
Committee determines that such action is in the best interests of
the Corporation.
(iii) CERTIFICATES FOR STOCK. Restricted Stock granted
under the Plan may be evidenced in such manner as the Committee
shall determine. If certificates representing Restricted Stock
are registered in the name of the participant, such certificates
may bear an appropriate legend referring to the terms, conditions
and restrictions applicable to such Restricted Stock.
(iv) RIGHTS AS A SHAREHOLDER. Subject to the terms
and conditions of the Award Agreement, the participant shall have
all the rights of a stockholder with respect to shares of
Restricted Stock awarded to him or her, including, without
limitation, the right to vote such shares and the right to
receive all dividends or other distributions made with respect to
such shares. If any such dividends or distributions are paid in
Common Stock, the Common Stock shall be subject to restrictions
and a risk of forfeiture to the same extent as the Restricted
Stock with respect to which the Common Stock has been
distributed.
(f) STOCK APPRECIATION RIGHTS. The Committee is authorized
to grant to participants a right ("Stock Appreciation Rights" or
"SARs") to receive, upon exercise thereof, the excess of (A) the
Fair Market Value of one share of Common Stock on the date of
exercise over (B) the grant price of the SAR as determined by the
Committee as of the date of grant of the SAR, which grant price
(except as provided in Section 6(j)) shall not be less than the
Fair Market Value of one share of Common Stock on the date of
grant. The Committee shall determine the time or times at which
an SAR may be exercised in whole or in part, the method of
exercise, method of settlement, form of consideration payable in
settlement, method by which Common Stock will be delivered or
deemed to be delivered to participants, whether or not an SAR
shall be in tandem with any other Award, and any other terms and
conditions of any SAR.
(g) BONUS STOCK AND AWARDS IN LIEU OF CASH OBLIGATIONS.
The Committee is authorized to grant Common Stock as a bonus, or
to grant Common Stock or other Awards in lieu of Corporation or
subsidiary obligations to pay cash or deliver other property
under other plans or compensatory arrangements; provided that, in
the case of participants subject to Section 16 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), such cash
amounts are determined under such other plans in a manner that
complies with applicable requirements thereof and of the rules
promulgated pursuant thereto so that the acquisition of Common
Stock or Awards hereunder shall be exempt from Section 16(b)
liability. Common Stock or Awards granted hereunder shall be
subject to such other terms as shall be determined by the
Committee.
(h) OTHER STOCK-BASED AWARDS. The Committee is authorized,
subject to limitations under applicable law, to grant to
participants rights denominated or payable in, or valued in whole
or in part by reference to the market value of, Common Stock
("Stock-Based Awards"), including, but not limited to, any
Option, SAR, Restricted Stock, Common Stock granted as a bonus or
Awards in lieu of cash obligations, as deemed by the Committee to
be consistent with the purposes of the Plan. The Committee shall
determine the terms and conditions of such Stock-Based Awards.
Common Stock delivered pursuant to an Award in the nature of a
purchase right granted under this Section 6(h) shall be purchased
for such consideration and paid for at such times, by such
methods, and in such forms including, without limitation, cash,
Common Stock, other Awards, or other property, as the Committee
shall determine.
(i) CASH PAYMENTS AND TAX BONUSES. The Committee is
authorized to grant cash payments to participants, whether
awarded separately or as a supplement to any Award. The
Committee is further authorized, subject to limitations under
applicable law, to grant to a participant a payment in cash, in
the year in which an amount is included in the gross income of a
participant in respect of an Award, of an amount equal to the
federal, foreign, if any, and applicable state and local income
and employment tax liabilities payable by the participant as a
result of (i) the amount included in gross income in respect of
the Award and (ii) the payment of the amount in clause (i) and
the amount in this clause (ii) (a "Tax Bonus"). For purposes of
determining the amount to be paid to a participant as a Tax
Bonus, the participant shall be deemed to pay federal, foreign,
if any, and state and local income taxes at the highest marginal
rate of tax imposed upon ordinary income for the year in which an
amount in respect of the Award is included in gross income, after
giving effect to any deductions therefrom or credits available
with respect to the payment of any such taxes. The Committee
shall determine the terms and conditions of such Awards of Tax
Bonuses and other cash payments.
(j) ADDITIONAL PROVISIONS APPLICABLE TO AWARDS
(i) STAND-ALONE, ADDITIONAL, TANDEM, AND SUBSTITUTE
AWARDS. Awards granted under the Plan may, in the discretion of
the Committee, be granted either alone or in addition to, in
tandem with, or in substitution for, any other Award granted
under the Plan or any award granted under any other plan of the
Corporation or any subsidiary, or any business entity acquired by
the Corporation or any subsidiary, or any other right of a
participant to receive payment from the Corporation or any
subsidiary (all of the foregoing being referred to for purposes
of this subparagraph (j) as "Awards"). If an Award is granted in
substitution for another Award, the Committee shall require the
surrender of such other Award in consideration for the grant of
the new Award. Awards granted in addition to, or in tandem with
other Awards may be granted either as of the same time as, or a
different time from, the grant of such other Awards. The per
share Option Price of any Option, grant price of any SAR, or
purchase price of any other Award conferring a right to purchase
Common Stock:
(A) granted in substitution for an outstanding
Award, shall be not less than the lesser of (A) the
Fair Market Value of a share of Common Stock at the
date such substitute Award is granted or (B) such
Fair Market Value at that date, reduced to reflect
the Fair Market Value at that date of the Award
required to be surrendered by the participant as a
condition to receipt of the substitute Award; or
(B) retroactively granted in tandem with an
outstanding Award, shall not be less than the lesser
of the Fair Market Value of a share of Common Stock
at the date of grant of the later Award or at the
date of grant of the earlier Award.
(ii) EXCHANGE AND BUY OUT PROVISIONS. The Committee
may at any time offer to exchange or buy out any previously
granted Award for a payment in cash, Common Stock, other Awards
(subject to clause (i) of this Section 6(j)), or other property
based on such terms and conditions as the Committee shall
determine and communicate to a participant at the time that such
offer is made.
(iii) PERFORMANCE CONDITIONS. The right of a
participant to exercise or receive a grant or settlement of any
Award, and the timing thereof, may be subject to such performance
conditions as may be specified by the Committee.
(iv) TERM OF AWARDS. The term of each Award shall,
except as provided herein, be for such period as may be
determined by the Committee; provided, however, that in no event
-------- -------
shall the term of any ISO, or any SAR granted in tandem
therewith, exceed a period of ten years from the date of its
grant (or such shorter period as may be applicable under Section
422 of the Code).
(v) FORM OF PAYMENT. Subject to the terms of the
Plan and any applicable agreement with a participant, payments or
transfers to be made by the Corporation or a subsidiary upon the
grant or exercise of an Award may be made in such forms as the
Committee shall determine, including, without limitation, cash,
Common Stock, other Awards, or other property (and may be made in
a single payment or transfer, in installments, or on a deferred
basis), in each case determined in accordance with rules adopted
by, and at the discretion of, the Committee. (Such payments may
include, without limitation, provisions for the payment or
crediting of reasonable interest on installments or deferred
payments.) The Committee, in its discretion, may accelerate any
payment or transfer upon a change in control as defined by the
Committee. The Committee may also authorize payment upon the
exercise of an Option by net issuance or other cashless exercise
methods.
(vi) LOAN PROVISIONS. With the consent of the
Committee, and subject at all times to laws and regulations and
other binding obligations or provisions applicable to the
Corporation, the Corporation may make, guarantee, or arrange for
a loan or loans to a participant with respect to the exercise of
any Option or other payment in connection with any Award,
including the payment by a participant of any or all federal,
foreign, if any, state, or local income or other taxes due in
connection with any Award. Subject to such limitations, the
Committee shall have full authority to decide whether to make a
loan or loans hereunder and to determine the amount, terms, and
provisions of any such loan or loans, including the interest rate
to be charged in respect of any such loan or loans, whether the
loan or loans are to be with or without recourse against the
borrower, the terms on which the loan is to be repaid and the
conditions, if any, under which the loan or loans may be
forgiven.
(vii) CHANGE OF CONTROL. In the event of a Change of
Control of the Corporation, all Awards granted under the Plan
(including Performance-Based Awards, as defined below) that are
still outstanding and not yet vested or exercisable or which are
subject to restrictions shall become immediately 100% vested in
each participant or shall be free of any restrictions, as of the
first date that the definition of Change of Control has been
fulfilled, and shall be exercisable for the remaining duration of
the Award. All Awards that are exercisable as of the effective
date of the Change of Control will remain exercisable for the
remaining duration of the Award. A "Change of Control" shall
mean an event or series of events by which (i) any "person" (as
such term is used in Section 13(d) and 14(d) of the Exchange Act)
(other than Riverside Acquisition Company, Limited Partnership
("RAC"), Miller Tabak Hirsch + Co. ("MTH") or any Affiliate of
either thereof) is or becomes the "beneficial owner" (as defined
in Rules 13d-3 and 13d-5 under the Exchange Act, except that a
person shall be deemed to have "beneficial ownership" of all
shares that any such person has the right to acquire, whether
such right is exercisable immediately or only after the passage
of time), directly or indirectly, of 50% or more of the
outstanding shares of Common Stock of the Corporation or
securities representing 50% or more of the combined voting power
of the Corporation's voting securities, (ii) the Corporation
consolidates with or merges into another corporation or conveys,
transfers or leases all or substantially all of its assets to any
person, or any corporation consolidates with or merges into the
Corporation, in each case pursuant to a transaction (other than a
transaction between the Corporation and its subsidiaries).
(A) after giving effect to which persons who were Directors of
the Corporation immediately prior to the transaction do not
constitute a majority of the Board of Directors of the successor
or survivor entity and (B) in which the outstanding voting
securities of the Corporation are changed into or exchanged for
cash, securities or other property, with the effect that all or
substantially all of the individuals and entities who were the
respective beneficial owners of the common stock and voting
securities of the Company immediately prior to such
reorganization, merger or consolidation do not, following such
reorganization, merger or consolidation, beneficially own,
directly or indirectly, more than fifty percent (50%) of the then
outstanding shares of common stock and of the combined voting
power of the then outstanding voting securities entitled to vote
generally in the election of directors of the corporation
resulting from such reorganization, merger or consolidation, or
(iii) during any period of two consecutive years, individuals who
at the beginning of such period constituted the Corporation's
Board of Directors (together with any new or replacement
directors whose election by the Corporation's Board of Directors,
or whose nomination for election by the Corporation's
shareholders was approved by a vote of at least a majority of the
directors then still in office who were either directors at the
beginning of such period or whose election or nomination for
election was previously so approved), cease for any reason to
constitute a majority of the directors then in office.
(viii) AWARDS TO COMPLY WITH SECTION 162(m). The
Committee may (but is not required to) grant an Award pursuant to
the Plan to a participant who, in the year of grant, may be a
"covered employee," within the meaning of Section 162(m) of the
Code, which is intended to qualify as "performance-based
compensation" under Section 162(m) of the Code (a
"Performance-Based Award"). The right to receive a
Performance-Based Award, other than Options and SARs granted at
not less than Fair Market Value, shall be conditional upon the
achievement of performance goals established by the Committee in
writing at the time such Performance-Based Award is granted.
Such performance goals, which may vary from participant to
participant and from Performance-Based Award to Performance-Based
Award, shall be based upon the attainment by the Corporation or
any subsidiary, division or department of specific amounts of, or
increases in, one or more of the following, any of which may be
measured either in absolute terms or as compared to another
company or companies: revenues, earnings, earnings per share,
operating income, cash flow, net worth, book value, stockholders'
equity, financial return ratios, market performance and/or total
stockholder return. Before any compensation pursuant to a
Performance-Based Award is paid, the Committee shall certify in
writing that the performance goals applicable to the
Performance-Based Award were in fact satisfied.
The maximum amount which may be granted as
Performance-Based Awards to any participant in any calendar year
shall not exceed (i) Stock-Based Awards for 500,000 shares of
Common Stock (whether payable in cash or Common Stock), subject
to adjustment as provided in Section 7(a) hereof, (ii) a Tax
Bonus payable with respect to the Stock-Based Awards described in
clause (i) and (iii) cash payments (other than Tax Bonuses) of
$500,000.
7. DILUTION AND OTHER ADJUSTMENTS.
(a) CHANGES IN CAPITAL STRUCTURE. In the event of any
subdivision or combination of the outstanding shares of Common
Stock, stock dividend, capital reorganization, liquidation,
reclassification of shares, merger, consolidation, or sale, lease
or transfer of substantially all of the assets of the
Corporation, the Board of Directors of the Corporation shall make
such equitable adjustments as it may deem appropriate in the Plan
and the Awards thereunder, including, without limitation, any
adjustment in the total number of shares of Common Stock which
may thereafter be delivered or purchased under the Plan.
Agreements evidencing Options may include such provisions as the
Committee may deem appropriate with respect to the adjustments to
be made to the terms of such Options upon the occurrence of any
of the foregoing events.
(b) TENDER OFFERS AND EXCHANGE OFFERS. In the event of any
tender offer or exchange offer, by any person other than the
Corporation, for shares of Common Stock, the Committee may make
such adjustments in outstanding Awards and authorize such further
action as it may deem appropriate to enable the recipients of
outstanding awards to avail themselves of the benefits of such
offer, including, without limitation, acceleration of the
exercise date of outstanding Options so that they become
immediately exercisable in whole or in part, or offering to
acquire all or any portion of specified categories of Options for
a price determined pursuant to Section 6(d) hereof, or
acceleration of the payment of outstanding awards payable, in
whole or in part, in shares of Common Stock.
(c) OTHER EVENTS. In addition, the Committee is authorized
to make adjustments in the terms and conditions of, and the
criteria included in, Awards in recognition of unusual or
nonrecurring events (including, without limitation, events
described in the preceding subparagraphs) affecting the
Corporation or any subsidiary, or in response to changes in
applicable laws, regulations, or accounting principles.
Notwithstanding the foregoing, no adjustment shall be made which
would cause the Plan or any outstanding Option to violate Section
422(b)(1) of the Code with respect to ISOs or would adversely
affect the status of a Performance-Based Award as
"performance-based compensation" under Section 162(m) of the
Code.
8. MISCELLANEOUS PROVISIONS.
(a) RIGHT TO AWARDS. No employee or other person shall
have any claim or right to be granted any Award under the Plan.
(b) NO ASSURANCE OF EMPLOYMENT. Neither the Plan nor any
action taken thereunder shall be construed as giving any employee
any right to be retained in the employ of the Corporation or any
subsidiary.
(c) COSTS AND EXPENSES. All costs and expenses incurred in
administering the Plan shall be borne by the Corporation.
(d) UNFUNDED PLAN. The Plan shall be unfunded. The
Corporation shall not be required to establish any special or
separate fund nor to make any other segregation of assets to
assure the payment of any Award under the Plan.
(e) WITHHOLDING TAXES. The Corporation shall have the
right to deduct from all Awards hereunder paid in cash any
federal, state, local or foreign taxes required by law to be
withheld with respect to such payments and, with respect to
Awards paid in Common Stock, to require the payment (through
withholding from the employee's salary or otherwise) of any such
taxes, but the Committee may make such arrangements for the
payment of such taxes as the Committee in its discretion shall
determine, including payment with shares of Common Stock.
(f) ASSIGNMENT OR TRANSFER. No Awards under the Plan nor
any rights or interests therein shall be assignable or
transferable by the recipient thereof except, in the event of a
participant's death, to his designated beneficiary as hereinafter
provided, or by will or the laws of descent and distribution.
During the lifetime of the participant, Awards under the Plan
requiring exercise shall be exercisable only by such holder or by
the guardian or legal representative of such holder.
Notwithstanding the foregoing, the Committee may, in its
discretion, provide that Awards or other rights or interests of a
participant granted pursuant to the Plan (other than an ISO) be
transferable, without consideration, to immediate family members
(i.e., children, grandchildren or spouse), to trusts for the
----
benefit of such immediate family members and to partnerships in
which such family members are the only partners. The Committee
may attach to such transferability feature such terms and
conditions as it deems advisable. In addition, a participant
may, in the manner established by the Committee, designate a
beneficiary (which may be a person or a trust) to exercise the
rights of the participant, and to receive any distribution, with
respect to any Award upon the death of the participant. A
beneficiary, guardian, legal representative or other person
claiming any rights under the Plan from or through any
participant shall be subject to all terms and conditions of the
Plan and any Award Agreement applicable to such participant,
except as otherwise determined by the Committee, and to any
additional restrictions deemed necessary or appropriate by the
Committee.
(g) NATURE OF BENEFITS. Awards under the Plan, and
payments made pursuant thereto, are not a part of salary or base
compensation.
(h) COMPLIANCE WITH LEGAL REQUIREMENTS. The obligation of
the Corporation to issue or deliver shares of Common Stock upon
exercise of Options or otherwise shall be subject to satisfaction
of all applicable legal and securities exchange requirements,
including, without limitation, the provisions of the Securities
Act of 1933, as amended, and the Exchange Act. The Corporation
shall endeavor to satisfy all such requirements in such a manner
as to permit at all times the exercise of all outstanding Options
in accordance with their terms and to permit the issuance and
delivery of shares of Common Stock whenever provided for by the
terms of any award made under the Plan.
(i) DISCRETION. In exercising, or declining to exercise,
any grant of authority or discretion hereunder, the Committee may
consider or ignore such factors or circumstances and may accord
such weight to such factors and circumstances as the Committee
alone and in its sole judgment deems appropriate and without
regard to the effect such exercise, or declining to exercise such
grant of authority or discretion, would have upon the affected
participant, any other participant, any employee, the
Corporation, any subsidiary, any stockholder or any other person.
9. AMENDMENT OR TERMINATION OF THE PLAN.
The Board of Directors of the Corporation, without the
consent of any participant, may at any time terminate or from
time to time amend the Plan in whole or in part, provided,
--------
however, that no such action shall adversely affect any rights or
- -------
obligations with respect to any Awards theretofore made under the
Plan, and provided further, that no amendment, without approval
-------- -------
of the holders of Common Stock by an affirmative vote of a
majority of the shares of Common Stock voted thereon in person or
by proxy, shall (i) increase the aggregate number of shares
subject to the Plan (other than increases pursuant to Section 7
hereof), (ii) increase the maximum term for which Options may be
issued under the Plan, (iii) decrease the minimum Option Price at
which ISOs may be issued under the Plan, or (iv) materially
modify the requirements for eligibility to participate in the
Plan. The Committee may amend outstanding agreements evidencing
Awards under the Plan, and may amend the terms of Awards not
evidenced by such agreements, in any manner not inconsistent with
the terms of the Plan. The Committee may waive any conditions or
rights under, or amend, alter, suspend, discontinue, or
terminate, any Award theretofore granted and any Award Agreement
relating thereto; provided, however, that without the consent of
-------- -------
an affected participant, no such amendment, alteration,
suspension, discontinuation, or termination of any Award may
materially and adversely affect the rights of such participant
under such Award.
The foregoing notwithstanding, any performance
condition specified in connection with an Award shall not be
deemed a fixed contractual term, but shall remain subject to
adjustment by the Committee, in its discretion at any time in
view of the Committee's assessment of the Corporation's strategy,
performance of comparable companies, and other circumstances,
except to the extent that any such adjustment to a performance
condition would adversely affect the status of a
Performance-Based Award as "performance-based compensation" under
Section 162(m) of the Code.
10. EFFECTIVE DATE AND TERM OF PLAN.
This Plan shall be effective as of November 21, 1996,
and shall be submitted for approval by the stockholders of the
Corporation at the 1997 Annual Meeting of Stockholders. Unless
otherwise specified in the terms of any particular Award when
such Award is made, any Award granted after the effective date
hereof and prior to the submission of this Plan for approval by
the stockholders of the Corporation at the 1997 Annual Meeting of
Stockholders shall continue to be outstanding and may be
exercised in accordance with its terms; provided, however, that
-------- -------
if this Plan shall be disapproved by the stockholders of the
Corporation at the 1997 Annual Meeting of Stockholders, no Award
shall be made hereunder after the date of such disapproval. The
Plan shall terminate at the close of business on the date on
which all of the shares of Common Stock provided for under the
Plan have been used, unless sooner terminated by action of the
Board of Directors of the Corporation. No Award may be granted
hereunder after termination of the Plan, but such termination
shall not affect the validity of any award then outstanding.
11. LAW GOVERNING.
The validity and construction of the Plan and any
agreements entered into thereunder shall be governed by the laws
of the State of New York, but without regard to the conflict laws
of the State of New York, except to the extent that such conflict
laws require application of the laws of the State of Delaware.
EXHIBIT 5
July 29, 1997
The Penn Traffic Company
1200 State Fair Boulevard
Syracuse, New York 13221-4737
Re: The Penn Traffic Company
Registration Statement on Form S-8 Filed with the
Securities and Exchange Commission on July 29, 1997
---------------------------------------------------
Gentlemen:
We are acting as counsel for The Penn Traffic
Company, a Delaware corporation ("Penn Traffic"), in
connection with the registration by Penn Traffic under the
Securities Act of 1933, as amended (the "Act"), of 1,500,000
shares of common stock, par value $1.25 per share (the
"Shares"), to be offered pursuant to The Penn Traffic
Company 1997 Performance Incentive Plan (the "Performance
Plan") under the Registration Statement on Form S-8 filed
with the Securities and Exchange Commission on July 29, 1997
(the "Registration Statement").
We are familiar with the proceedings of Penn
Traffic relating to the authorization and issuance of the
Shares. In addition, we have made such further examinations
of law and fact as we have deemed appropriate in connection
with the opinion hereinafter set forth. We express no
opinion as to the law of any jurisdiction other than the
laws of the State of New York and the corporate laws of the
State of Delaware.
Based upon the foregoing, we are of the opinion
that the Shares to be offered pursuant to the Performance
Incentive Plan have been duly authorized and, when issued in
accordance with the resolutions of the Board of Directors of
Penn Traffic authorizing such issuance, will be validly
issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as
an exhibit to the Registration Statement. In giving such
consent, we do not thereby admit that we come within the
category of persons whose consent is required under Section
7 of the Act, or under the rules and regulations of the
Securities and Exchange Commission thereunder.
Very truly yours,
/s/ Donovan Leisure Newton & Irvine
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated March 4,
1997, which appears on page 30 of The Penn Traffic Company's Form
10-K for the year ended February 1, 1997.
/s/ Price Waterhouse LLP
Price Waterhouse LLP
Syracuse, New York
July 28, 1997
EXHIBIT 24
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
officer or director of The Penn Traffic Company (the
"Corporation") hereby constitutes and appoints Francis D.
Price, Jr. and Martin A. Fox, and each of them, his true and
lawful attorney-in-fact and agent, with full power of
substitution and resubstitution for him and in his name,
place and stead, in any and all capacities, to sign the
Corporation's Registration Statement under the Securities
Act of 1933, as amended, on Form S-8 or any other
appropriate form, relating to the registration of 1,500,000
shares of Common Stock issuable under The Penn Traffic
Company Performance Incentive Plan and to sign any and all
amendments (including post-effective amendments) to such
Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agent, full power
and authority to do and perform each and every act and thing
requisite or necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or substitutes, lawfully do or
cause to be done by virtue hereof.
Dated: June 3, 1997
By: /s/ Phillip E. Hawkins
-------------------------
Phillip E. Hawkins
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
officer or director of The Penn Traffic Company (the
"Corporation") hereby constitutes and appoints Francis D.
Price, Jr. and Martin A. Fox, and each of them, his true and
lawful attorney-in-fact and agent, with full power of
substitution and resubstitution for him and in his name,
place and stead, in any and all capacities, to sign the
Corporation's Registration Statement under the Securities
Act of 1933, as amended, on Form S-8 or any other
appropriate form, relating to the registration of 1,500,000
shares of Common Stock issuable under The Penn Traffic
Company Performance Incentive Plan and to sign any and all
amendments (including post-effective amendments) to such
Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agent, full power
and authority to do and perform each and every act and thing
requisite or necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or substitutes, lawfully do or
cause to be done by virtue hereof.
Dated: June 3, 1997
By: /s/ Gary D. Hirsch
-------------------------
Gary D. Hirsch
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
officer or director of The Penn Traffic Company (the
"Corporation") hereby constitutes and appoints Francis D.
Price, Jr. and Martin A. Fox, and each of them, his true and
lawful attorney-in-fact and agent, with full power of
substitution and resubstitution for him and in his name,
place and stead, in any and all capacities, to sign the
Corporation's Registration Statement under the Securities
Act of 1933, as amended, on Form S-8 or any other
appropriate form, relating to the registration of 1,500,000
shares of Common Stock issuable under The Penn Traffic
Company Performance Incentive Plan and to sign any and all
amendments (including post-effective amendments) to such
Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agent, full power
and authority to do and perform each and every act and thing
requisite or necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or substitutes, lawfully do or
cause to be done by virtue hereof.
Dated: June 3, 1997
By: /s/ Robert J. Davis
-------------------------
Robert J. Davis
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
officer or director of The Penn Traffic Company (the
"Corporation") hereby constitutes and appoints Francis D.
Price, Jr. and Martin A. Fox, and each of them, his true and
lawful attorney-in-fact and agent, with full power of
substitution and resubstitution for him and in his name,
place and stead, in any and all capacities, to sign the
Corporation's Registration Statement under the Securities
Act of 1933, as amended, on Form S-8 or any other
appropriate form, relating to the registration of 1,500,000
shares of Common Stock issuable under The Penn Traffic
Company Performance Incentive Plan and to sign any and all
amendments (including post-effective amendments) to such
Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agent, full power
and authority to do and perform each and every act and thing
requisite or necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or substitutes, lawfully do or
cause to be done by virtue hereof.
Dated: June 3, 1997
By: /s/ Martin A. Fox
-------------------------
Martin A. Fox
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
officer or director of The Penn Traffic Company (the
"Corporation") hereby constitutes and appoints Francis D.
Price, Jr. and Martin A. Fox, and each of them, his true and
lawful attorney-in-fact and agent, with full power of
substitution and resubstitution for him and in his name,
place and stead, in any and all capacities, to sign the
Corporation's Registration Statement under the Securities
Act of 1933, as amended, on Form S-8 or any other
appropriate form, relating to the registration of 1,500,000
shares of Common Stock issuable under The Penn Traffic
Company Performance Incentive Plan and to sign any and all
amendments (including post-effective amendments) to such
Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agent, full power
and authority to do and perform each and every act and thing
requisite or necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or substitutes, lawfully do or
cause to be done by virtue hereof.
Dated: June 3, 1997
By: /s/ Eugene A. DePalma
-------------------------
Eugene A. DePalma
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
officer or director of The Penn Traffic Company (the
"Corporation") hereby constitutes and appoints Francis D.
Price, Jr. and Martin A. Fox, and each of them, his true and
lawful attorney-in-fact and agent, with full power of
substitution and resubstitution for him and in his name,
place and stead, in any and all capacities, to sign the
Corporation's Registration Statement under the Securities
Act of 1933, as amended, on Form S-8 or any other
appropriate form, relating to the registration of 1,500,000
shares of Common Stock issuable under The Penn Traffic
Company Performance Incentive Plan and to sign any and all
amendments (including post-effective amendments) to such
Registration Statement, and to file the same, will all
exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agent, full power
and authority to do and perform each and every act and thing
requisite or necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or substitutes, lawfully do or
cause to be done by virtue hereof.
Dated: June 3, 1997
By: /s/ Susan E. Engel
-------------------------
Susan E. Engel
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
officer or director of The Penn Traffic Company (the
"Corporation") hereby constitutes and appoints Francis D.
Price, Jr. and Martin A. Fox, and each of them, his true and
lawful attorney-in-fact and agent, with full power of
substitution and resubstitution for him and in his name,
place and stead, in any and all capacities, to sign the
Corporation's Registration Statement under the Securities
Act of 1933, as amended, on Form S-8 or any other
appropriate form, relating to the registration of 1,500,000
shares of Common Stock issuable under The Penn Traffic
Company Performance Incentive Plan and to sign any and all
amendments (including post-effective amendments) to such
Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agent, full power
and authority to do and perform each and every act and thing
requisite or necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or substitutes, lawfully do or
cause to be done by virtue hereof.
Dated: June 3, 1997
By: /s/ Claude J. Incaudo
------------------------
Claude J. Incaudo
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
officer or director of The Penn Traffic Company (the
"Corporation") hereby constitutes and appoints Francis D.
Price, Jr. and Martin A. Fox, and each of them, his true and
lawful attorney-in-fact and agent, with full power of
substitution and resubstitution for him and in his name,
place and stead, in any and all capacities, to sign the
Corporation's Registration Statement under the Securities
Act of 1933, as amended, on Form S-8 or any other
appropriate form, relating to the registration of 1,500,000
shares of Common Stock issuable under The Penn Traffic
Company Performance Incentive Plan and to sign any and all
amendments (including post-effective amendments) to such
Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agent, full power
and authority to do and perform each and every act and thing
requisite or necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or substitutes, lawfully do or
cause to be done by virtue hereof.
Dated: June 3, 1997
By: /s/ James A. Lash
-------------------------
James A. Lash
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
officer or director of The Penn Traffic Company (the
"Corporation") hereby constitutes and appoints Francis D.
Price, Jr. and Martin A. Fox, and each of them, his true and
lawful attorney-in-fact and agent, with full power of
substitution and resubstitution for him and in his name,
place and stead, in any and all capacities, to sign the
Corporation's Registration Statement under the Securities
Act of 1933, as amended, on Form S-8 or any other
appropriate form, relating to the registration of 1,500,000
shares of Common Stock issuable under The Penn Traffic
Company Performance Incentive Plan and to sign any and all
amendments (including post-effective amendments) to such
Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agent, full power
and authority to do and perform each and every act and thing
requisite or necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or substitutes, lawfully do or
cause to be done by virtue hereof.
Dated: June 3, 1997
By: /s/ Harold S. Poster
-------------------------
Harold S. Poster
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
officer or director of The Penn Traffic Company (the
"Corporation") hereby constitutes and appoints Francis D.
Price, Jr. and Martin A. Fox, and each of them, his true and
lawful attorney-in-fact and agent, with full power of
substitution and resubstitution for him and in his name,
place and stead, in any and all capacities, to sign the
Corporation's Registration Statement under the Securities
Act of 1933, as amended, on Form S-8 or any other
appropriate form, relating to the registration of 1,500,000
shares of Common Stock issuable under The Penn Traffic
Company Performance Incentive Plan and to sign any and all
amendments (including post-effective amendments) to such
Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agent, full power
and authority to do and perform each and every act and thing
requisite or necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or substitutes, lawfully do or
cause to be done by virtue hereof.
Dated: June 3, 1997
By: /s/ Richard D. Segal
-------------------------
Richard D. Segal
