SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 22, 2000
Pathmark Stores, Inc.
(Exact name of Registrant as specified in its charter)
Delaware 0-16404 22-2879612
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation) File Number) Identification No.)
200 Milik Street, Carteret, New Jersey
(Address of principal executive offices)
Registrant's telephone number, including area code: (732) 499-3000
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Table of Contents
8-K
Item 3(b)................................................................... 1
Item 5...................................................................... 2
EX-2.1
EX-2.1...................................................................... 5
EX-99.1
EX-99.1..................................................................... 6
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Item 3(b). Bankruptcy or Receivership.
Pathmark Stores, Inc. "Pathmark", Supermarkets General Holdings
Corporation, SMG-II Holdings Corporation, PTK Holdings, Inc., Plainbridge, Inc.,
and Pathmark Risk Management Corporation, filed a joint petition for relief
under Chapter 11 of the Bankruptcy Code on July 12, 2000. The documents were
filed in U.S. Bankruptcy Court in Wilmington, Delaware. No trustee, receiver or
fiscal agent was appointed and Pathmark, together with its affiliates, remained
Debtor-in-Possession. Pathmark and those affiliates filed a prepackaged plan of
reorganization (the "Plan") and the order confirming the Plan was entered by the
Court on September 7, 2000. As a part of the Plan, the affiliated companies were
merged into Pathmark, with Pathmark being the surviving corporation. The Plan
became effective on September 19, 2000, at which time Pathmark formally exited
Chapter 11.The Plan will result in Pathmark's bondholders receiving 100% of
Pathmark's common stock and warrants to purchase additional shares. Pathmark's
new common stock and warrants will be listed on NASDAQ Stock Market under the
symbols "PTMK" and "PTMKW," respectively. Pathmark also closed on its previously
announced $600 million exit financing with a group of financial institutions led
by The Chase Manhattan Bank.
The Prepackaged Plan provides that, upon consummation of the
reorganization, holders of bond indebtedness of the Pathmark group will receive
100% of the common stock of the reorganized Company (the "New Common Stock"). In
addition to New Common Stock, holders of the Subordinated Notes, the
Subordinated Debentures and the Junior Subordinated Notes will receive ten-year
warrants to purchase 15% of the diluted New Common Stock of the reorganized
Company (the "New Warrants"). The New Warrants will be exercisable at the
opening reorganization equity value established in connection with the
Prepackaged Plan. Such ownership is subject to dilution from (1) the exercise of
the New Warrants, (2) the exercise of any options to purchase New Common Stock
issued pursuant to the Company's long-term management incentive plan, and (3)
the grant to the Chief Executive Officer of restricted New Common Stock. A copy
of the Plan dated June 7, 2000 is attached as an exhibit to this report and is
incorporated herein by reference.
Pursuant to its Amended Certificate of Incorporation, Pathmark's
authorized capital stock will consist of 100,000,000 shares of common stock, par
value $0.01 per share. As of the Effective Date, 30,098,510 shares of New Common
Stock will be issued and outstanding. All shares of the New Common Stock, when
issued pursuant to the Plan, will be fully paid and nonassessable. All shares of
existing common or preferred stock in SMG-II, Holdings, PTK and Pathmark shall
be canceled on the Effective Date. All shares of capital stock in Plainbridge
and Riskco shall remain outstanding as of Effective Date. The New Common Stock
does not give the Holders thereof any redemption, conversion or preemptive
rights to purchase or subscribe for securities in Pathmark.
No information as to assets and liabilities of the registrant or its
parent was provided to the Court as part of the Plan. Information about the
assets and liabilities, as of the date the order confirming the plan was
entered, is available in Form 10-Q filed on September 12, 2000 with the
Securities and Exchange Commission and the information is incorporated herein by
reference.
1
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Item 5. Other Events.
A copy of the press release, dated September 19, 2000, issued by the
registrant is attached as an exhibit to this report and is incorporated herein
by reference.
2
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EXHIBIT INDEX
Exhibit
No. Description
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2.1 Plan of Reorganization filed on July 12, 2000
99.1 Press Release issued by the registrant, dated September 19, 2000.
3
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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.
PATHMARK STORES, INC.
Date: September 22, 2000
/s/ Marc A. Strassler
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Name: Marc A. Strassler
Title: Senior Vice President and
General Counsel
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