UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) July 30, 1999
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STAR MARKETS COMPANY, INC.
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(Exact name of registrant as specified in its charter)
MASSACHUSETTS
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(State or other jurisdiction of incorporation or organization)
33-86690 04-3243710
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(Commission File Number) (I.R.S. Employer Identification Number)
625 MT. AUBURN STREET, CAMBRIDGE, MA 02138
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(Address of principal executive offices) (Zip Code)
(617) 528-2550
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(Registrant's telephone number, including area code)
NONE
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(Former name, former address and former fiscal year,
if changed since last report)
STAR MARKETS COMPANY, INC.
Item 4. Changes in Registrant's Certifying Accountant
On August 16, 1999, the Registrant notified Ernst & Young, LLP ("E&Y") that
they were dismissed as the Registrants' independent auditors as a result of
the previously reported Change in Control.
The Registrant and E&Y have not, in connection with the audit of the
Registrant's financial statements for each of the prior two years ended
January 30, 1999 and January 31, 1998 or for any subsequent interim period
prior to and including August 16, 1999, had any disagreement on any matter
of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreement, if not resolved to E&Y's
satisfaction, would have caused E&Y to make reference to the subject matter
of the disagreement in connection with its reports.
The reports of E&Y on the Company's financial statements for the past two
fiscal years did not contain an adverse opinion or a disclaimer of opinion
and were not qualified or modified as to uncertainty, audit scope or
accounting principles.
The decision to change accountants was approved by the Registrant's board of
directors.
On August 16, 1999, the Registrant appointed PricewaterhouseCoopers LLP its
independent accountant and PricewaterhouseCoopers LLP accepted such
appointment.
The Registrant had no relationship with PricewaterhouseCoopers LLP required
to be reported pursuant to Regulation S-K item 304(a)(2) during the two
fiscal periods ended January 30, 1999 and January 31, 1998, or the
subsequent interim period prior to and including August 16, 1999.
Item 5. Other Events
On July 30, 1999 the Notice of Change of Control Relating to Star Markets
Company, Inc. 13% Senior Subordinated Notes Due November 1, 2004 was issued
to the Holders of such Notes. As a result of the change in control, each
Holder of a Note has the right to require the Company to purchase all or any
part of the Holder's Notes on the change of control repurchase date of
August 31, 1999 at a repurchase price in cash equal to 101% of the principal
amount plus any unpaid interest.
In the event a Holder of Notes does not exercise the right to require the
Company to purchase the Notes at August 31, 1999, each note will remain
outstanding in accordance with the Indenture. Under the terms of the
Indenture, the Company has the right to redeem the Notes beginning on
November 1, 1999 for a price equal to 106.5% of the principal amount of the
Notes. It is the intention of the Company to repurchase the Notes on
November 1, 1999 for the redemption price of 106.5%.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
Exhibits Description of Exhibits
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10(t) Letter from Ernst & Young LLP to the Securities and
Exchange Commission.
10(u) Notice of Change in Control relating to Star Markets
Company, Inc. 13% Senior Subordinated Notes due
November 1, 2004.
STAR MARKETS COMPANY, INC.
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Star Markets Company, Inc.
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(Company)
Date: August 19, 1999 By: /s/ John Flaherty
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John Flaherty
Treasurer, chief
accounting officer
August 19, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Gentlemen:
We have read Item 4 of Form 8-K dated August 19, 1999, of Star Markets
Company, Inc. and are in agreement with the statements contained in the
first three paragraphs on page 2 therein. We have no basis to agree or
disagree with other statements of the registrant contained therein.
Very truly yours,
/s/ Ernst & Young LLP
Ernst & Young LLP
Boston, Massachusetts
STAR MARKETS COMPANY, INC.
NOTICE OF CHANGE OF CONTROL
RELATING TO STAR MARKETS COMPANY, INC.
13% SENIOR SUBORDINATED NOTES DUE NOVEMBER 1, 2004
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THE CHANGE OF CONTROL REPURCHASE DATE IS AUGUST 31, 1999. IN ORDER TO
EXERCISE YOUR REPURCHASE RIGHT, THE ENCLOSED NOTICE OF EXERCISE OF
REPURCHASE RIGHT AND LETTER OF TRANSMITTAL MUST BE RECEIVED BEFORE
5:00P.M., NEW YORK CITY TIME, ON AUGUST 26, 1999.
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To the Holders of the 13% Senior Subordinated Notes
Due November 1, 2004, of Star Markets Company, Inc.:
On November 25, 1998, Star Markets Holdings, Inc., a Massachusetts
corporation ("Holdings"), Star Markets Company, Inc., a Massachusetts
corporation (the "Company') and a wholly-owned subsidiary of Holdings,
certain other stockholders of Holdings (each individually a "Seller",
collectively, the "Sellers"), and J Sainsbury plc, a company organized
under the laws of England and Wales ("Sainsbury" and together with its
wholly-owned subsidiary, Shaw's Holdings Inc., a Massachusetts corporation,
the "Purchaser"), entered into a Stock Purchase Agreement (the "Stock
Purchase Agreement") pursuant to which Sainsbury agreed to buy, and the
Sellers agreed to sell, all the issued and outstanding capital stock of
Holdings (the "Shares"). The sale of the Shares pursuant to the Stock
Purchase Agreement was completed on June 29, 1999 (the "Closing").
Notice of Change of Control
NOTICE IS HEREBY GIVEN, pursuant to Section 4.08 of the Indenture,
dated as of November 1, 1994, between the Company and State Street Bank and
Trust Company, as trustee (the "Trustee"), relating to the 13% Senior
Subordinated Notes due November 1, 2004 (the "Notes") of the Company (the
"Indenture"), of the occurrence of a Change of Control (as defined in
Section 1.01 of the Indenture) resulting from the Closing under the Stock
Purchase Agreement. As a result of the Change of Control, each holder of a
Note (a "Holder") has the right, at such Holder's option, to require the
Company to purchase all or any part of such Holder's Notes on the Change of
Control Repurchase Date (as defined below) at the Change of Control
Repurchase Price (as defined below), together with accrued and unpaid
interest to the Change of Control Repurchase Date, in accordance with the
terms of the Indenture and this Notice of Change of Control.
(1) Change of Control Repurchase Date: The Company will repurchase
on August, 31, 1999 (the "Change of Control Repurchase Date") all Notes for
which the right to require repurchase has been validly and timely exercised
on or prior to the Final Exercise Date specified below.
(2) Change of Control Repurchase Price: Each Note, or portion
thereof, in respect of which an election to require the Company to purchase
such Note has been validly and timely exercised will be repurchased at a
price in cash equal to 101% of the principal amount thereof (the "Change of
Control Repurchase Price") plus accrued and unpaid interest to the Change of
Control Repurchase Date.
(3) Final Exercise Date: In order to exercise the right to require
the Company to repurchase Notes on the Change of Control Repurchase Date at
the Change of Control Repurchase Price, the right to require the Company to
repurchase such Notes must be validly exercised by the Holder of the Notes
on or before 5:00 p.m., New York City time, on August 26, 1999 (the "Final
Exercise Date"), by delivering to the Trustee the duly completed Notice of
Exercise of Repurchase Right and Letter of Transmittal (the "Letter of
Transmittal") accompanying this Notice of Change of Control or other written
notice specifying the information contained in the Letter of Transmittal
accompanying this Notice of Change of Control.
Repayment
In the event a Holder of a Note validly exercises its repurchase right
on or prior to the Final Exercise Date in accordance with the procedures
described in this Notice of Change of Control, the Company shall, on the
Change of Control Repurchase Date, pay or cause to be paid in cash to such
Holder, the Change of Control Repurchase Price of the Note or Notes as to
which the repurchase right is exercised, together with accrued and unpaid
interest on such Note or Notes to the Change of Control Repurchase Date. On
or prior to the Change of Control Repurchase Date, the Company shall deposit
with the Trustee an amount of money sufficient to pay the Change of Control
Repurchase Price of the Note or Notes which are to be repaid on the Change
of Control Repurchase Date, together with accrued and unpaid interest on
such Note or Notes to the Change of Control Repurchase Date. Upon such a
timely deposit of such amount the Company shall be deemed to have repaid the
Change of Control Repurchase Price of such Note or Notes, and from and after
the Change of Control Repurchase Date, the Note or Notes so repaid on the
Change of Control Repurchase Date shall cease to accrue interest.
Partial Exercise of Repurchase Right
In the event that a repurchase right is exercised with respect to less
than the entire principal amount of a surrendered Note, the Company shall
execute and deliver to the Trustee and the Trustee shall authenticate for
issuance in the name of the Holder a new Note or Notes in the aggregate
principal amount of the unrepurchased portion of such surrendered Note.
Failure to Exercise
In the event a Holder of Notes does not exercise a right to require
the Company to purchase such Holder's Notes, or such Holder exercises its
rights to receive the Change of Control Repurchase Price amount with respect
to less than the entire principal amount of a surrendered Note, each
outstanding Note, or portion thereof, will remain outstanding in accordance
with the terms of the Indenture. Under the terms of the Indenture the
Company has the right to redeem the Notes beginning on November 1, 1999 for
a price equal to 106.5% of the principal amount of the Notes.
Procedures for Exercising Right to Require Repurchase
The right of a Holder of Notes to require the Company to repurchase
such Holder's Notes on the Change of Control Repurchase Date at the Change
of Control Repurchase Price (the "Repurchase Right") expires on the Final
Exercise Date at 5:00 p.m. New York City time. All Notes to be repurchased,
together with a copy of the accompanying Letter of Transmittal, must have
been received by the Trustee by such time. Any Notes received by the Trustee
together with the attached Letter of Transmittal after 5:00 p.m., New York
City time on the Final Exercise Date may result in such Notes not being
repurchased by the Company on the Change of Control Repurchase Date.
Holders who elect to exercise their Repurchase Right may do so by
surrendering such Notes, together with a duly executed Letter of
Transmittal, to the Trustee prior to 5:00 p.m. , New York City time, on the
Final Exercise Date, by hand or by mail at the address specified below.
Notes must be surrendered, duly endorsed in blank, and must be
accompanied by a properly completed Letter of Transmittal in the form
accompanying this Notice of Change of Control, or other written notice
specifying the information required to be contained in the Letter of
Transmittal accompanying this Notice of Change of Control.
Withdrawal of Repurchase Election
Holders of the Notes are entitled to withdraw their election if the
Trustee of the Company receives not later than one business day prior to the
Change of Control Repurchase Date a telegram, telex, facsimile transmission
or letter setting forth the name of the Holder, the principal amount of the
Note which was delivered for purchase by the Holder and a statement that
such Holder is withdrawing his election to have such Note purchased.
Additional Information
Additional copies of this Notice or the Letter of Transmittal may be
obtained from the Trustee at 2 Avenue de Lafayette, Corporate Trust
Department, Fifth Floor, Boston, Massachusetts or by telephoning (617) 662-
1544 or by facsimile (617) 662-1452.
July 29, 1999 STAR MARKETS COMPANY, INC.
If you wish to exercise your right to require the Company to repurchase your
Notes, your Note Certificate(s) and related Notice of Exercise of Repurchase
Right and Letter of Transmittal must be RECEIVED by State Street Bank and
Trust Company prior to 5:00 p.m. (New York City time) at one of the
addresses set forth below, on August 26, 1999.
NOTICE OF EXERCISE OF REPURCHASE RIGHT and LETTER OF TRANSMITTAL
STAR MARKETS COMPANY, INC.
(To accompany certificate(s) for 13% Senior Subordinated Notes Due
November 1, 2004 when surrendered for repurchase.)
If you wish to have your Note(s) repurchased, the Note(s) must be
surrendered to, or if surrender of Notes is to be made by book-entry
transfer, to an account maintained by State Street Bank and Trust Company at
The Depository Trust Company ("DTC"), and the related Notice of Exercise of
Repurchase Right and Letter of Transmittal must be received by State Street
Bank and Trust Company at the address set forth below prior to 5:00 p.m.
(New York City time) on August 26, 1999 (the "Final Exercise Date").
STATE STREET BANK AND TRUST COMPANY
By Hand or Overnight Courier to: By Mail to:
(Registered or Certified
Mail Recommended)
State Street Bank and Trust Company State Street Bank and Trust Company
2 Avenue de Lafayette Corporate Trust Department
Fifth Floor, Corporate Trust Department P.O. Box 778
Boston, Massachusetts 02111-1724 Boston, Massachusetts 02102-0778
Ladies and Gentlemen:
Surrendered herewith are certificates representing 13% Senior
Subordinated Notes Due November 1, 2004 (the "Notes") of Star Markets
Company, Inc. (the "Company") numbered and registered as listed below for
repurchase by the Company on August 31, 1999 (the "Change of Control
Repurchase Date") at a price equal to 101% of the principal amount thereof
(the "Change of Control Repurchase Price"), together with accrued and unpaid
interest thereon to the Change of Control Repurchase Date. By signing this
Notice of Exercise of Repurchase Right and Letter of Transmittal the
undersigned hereby elects to exercise the undersigned's right to require the
Company to repurchase the Notes represented by the certificates surrendered
herewith on the Change of Control Repurchase Date at the Change of Control
Repurchase Price in accordance with the terms of the Indenture, dated as of
November 1, 1994, between the Company and State Street Bank and Trust
Company, as Trustee, pursuant to which such Notes were issued.
Unless otherwise indicated herein in the box entitled "Special
Issuance Instructions" below, the undersigned hereby directs that checks for
the Change of Control Repurchase Price be issued in the name(s) of the
undersigned or, in the case of a book-entry transfer of Notes, that such
Change of Control Repurchase Price be credited to the account indicated
below maintained at DTC. If applicable, substitute Certificates
representing Notes not surrendered for repurchase will be issued to the
undersigned or, in the case of book-entry transfer of Notes, will be
credited to the account indicated below maintained at DTC.
ITEM A.
DESCRIPTION OF Notes PRESENTED
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Name and Address of Registered Certificates Transmitted
Holder (If the name and address (Please fill in numbers and amounts
shown are not correct, please and attach signed list if space below
indicate any changes necessary.) is inadequate.)
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Certificate Number(s)* Principal Amount**
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Total
Principal
Amount $
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BOOK-ENTRY TRANSFER
[ ] CHECK HERE IF SURRENDERED NOTES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE TRUSTEE WITH THE
BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:
Name of Surrendering Institution:
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DTC Account Number:
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Transaction Code Number:
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* Need not be completed if Notes are being surrendered by book-entry
transfer.
** amount transmitted will be treated in accordance with the
instructions in Item B below.
PLEASE READ AND FOLLOW THE ACCOMPANYING INSTRUCTIONS CAREFULLY
ITEM B.
Note HOLDER(S) SIGN HERE
(Signature and Substitute Form W-9)
(See Instruction 6)
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Please sign exactly as your name(s) appear(s) on your certificate(s).
The undersigned represents that the undersigned has read and agrees to all
of the terms and conditions set forth in this Letter of Transmittal.
Furthermore, by signing below the undersigned certifies, under penalties of
perjury, 1) that the number shown below is his correct Tax Identification
Number, or if not, that the correct number is shown below, and (2) that he
is NOT subject to backup withholding because (a) he has not been notified
that he is subject to backup withholding as a result of a failure to report
the interest or dividends, or (b) the IRS has notified him that he is no
longer subject to backup withholding.
Checks will be issued only in the name of the person(s) submitting the
Notice of Exercise of Repurchase Right and Letter of Transmittal and will be
mailed to the address shown in the box entitled "Name and Address of
Registered Holder" unless the Special Delivery or Special Issuance
Instructions are completed.
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Signature of Holder(s)
Dated: , 1999
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Social Security or other Tax
Identification Number
ITEM D.
SPECIAL DELIVERY INSTRUCTIONS
To be completed ONLY if the check is to be issued in the name of the
registered holder(s) of the Note but is to be sent to another person or
address other than as shown in the box entitled "Name and Address of
Registered Owner".
Issue Check to:
Name:
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Please Print
Address:
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Zip Code
ITEM C.
SPECIAL ISSUANCE INSTRUCTIONS
To be completed ONLY if the check is to be issued in the name of someone
other than the registered holder(s) of the Note or the name of the
registered holder(s) needs to be corrected or changed.
Issue Check to:
Name:
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Please Print
Address:
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Zip Code
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Social Security or other Tax
Identification Number
- -->All Note Holders MUST sign here.
ITEM E.
SIGNATURE GUARANTEE
Apply Signature Guarantee Medallion Below
(See Instruction 3)
If signature is by a person(s) other than the registered holder(s) and in
the capacity of trustee, executor, administrator, guardian, attorney-in-
fact, officer of a corporation or any other person(s) acting in a fiduciary
or representative capacity, please provide the following information.
Name:
--------------------------------
Please Print
Capacity:
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Zip Code
INSTRUCTIONS
1. General
Please do not send Note certificates directly to the Company. Your
Note certificates, together with your signed and completed Notice of
Exercise of Repurchase Right and Letter of Transmittal and any required
supporting documents, should be mailed, or otherwise delivered, to State
Street Bank and Trust Company at one of the appropriate addresses indicated
on the front hereof.
2. If You Wish to Have Your Notes Repurchased
If you wish to have your Note(s) repurchased by the Company for cash,
the Notes transmitted herewith or timely confirmation of book-entry transfer
of such Notes into State Street Bank and Trust Company's account at DTC and
the properly completed Notice of Exercise of Repurchase Right and Letter of
Transmittal should be sent to State Street Bank and Trust Company at one of
the addresses indicated on the front hereof by no later than 5:00 p.m., New
York City time, on the Final Exercise Date, August 26, 1999. Payment will
be sent to you when the Notes transmitted herewith or timely confirmation of
book-entry transfer of such Notes into State Street Bank and Trust Company's
account at DTC and the properly completed Notice of Exercise of Repurchase
Right and Letter of Transmittal and any required supporting documents have
been received by State Street Bank and Trust Company, but in no event
earlier than the Change of Control Repurchase Date, August 31, 1999.
3. Signature, Assignments and Signature Guarantee Requirements
If this Letter of Transmittal is signed by the registered holder(s) of
the Notes transmitted herewith, the signature(s) must correspond exactly
with the name(s) of such registered holder(s).
If this Letter of Transmittal is signed by trustees, executors,
administrators, guardians, attorneys-in-fact, officers of corporation or
other persons acting in a fiduciary or representative capacity, such persons
should so indicate when signing, and proper evidence satisfactory to the
Company of their authority to so act must be submitted, and the signature(s)
must be properly guaranteed by a bank, broker or other institution which is
a member of a Medallion Signature Guarantee Program.
If the Letter of Transmittal is signed in Item B by someone other than
the registered owner, who is not a person described in the preceding
paragraph, the Note certificates must be properly endorsed or be accompanied
by appropriate bond powers, properly executed by the registered owner(s), so
that such endorsement or bond powers are signed exactly as the name(s) of
the registered owner(s) appear on the Note(s), and the signature(s) must be
properly guaranteed by a bank, broker or other institution which is a member
of a Medallion Signature Guarantee Program.
If the Note certificates are endorsed by, or accompanied by bond
powers signed by, trustees, executors, administrators, guardians, attorneys-
in-fact, officers of corporations or other persons acting in a fiduciary or
representative capacity, such persons should so indicate when signing and
proper evidence satisfactory to the Company of their authority so to act
must be submitted, and the signature(s) must be properly guaranteed by a
bank, broker or other institution which is a member of a Medallion Signature
Guarantee Program.
4. Lost or Destroyed Certificates for Notes
If your Note certificates have been either lost or destroyed, notify
State Street Bank and Trust Company of this fact promptly at the address set
forth for hand delivery on the front hereof or by telephoning (617) 662-
1544. You will then be instructed as to the steps you must take in order to
have your Notes repurchased. This Letter of Transmittal and related
documents cannot be processed until the lost certificates procedures have
been completed.
5. Questions on How to Submit Your Note Certificates
Questions and requests for assistance on how to submit your Note
certificates, as well as requests for additional copies of this Notice of
Exercise of Repurchase Right and Letter of Transmittal, should be directed
to State Street Bank and Trust Company at the address set forth for hand
delivery on the front hereof or by telephoning (617) 662-1544.
6. Important Information Regarding 31% Backup Withholding
Under the federal income tax law, the person signing this Letter of
Transmittal must report and certify his or her social security or other
taxpayer identification number and further certify that he or she is not
subject to backup withholding due to notified underreporting. Failure to
complete this information below could result in certain penalties as well as
backup withholding of 31% of payments due to the person signing this Letter
of Transmittal. The box entitled "Note Holder(s) Sign Here" constitutes a
Substitute Form W-9 for use in reporting this information. If the person
signing this Letter of Transmittal has been notified by the Internal Revenue
Service ("IRS") that he or she is subject to backup withholding and the IRS
has not subsequently notified the person signing this Letter of Transmittal
that backup withholding has terminated, the person signing this Letter of
Transmittal must strike out the language in Item B in the box captioned
"Note Holder(s) Sign Here."
