================================================================================
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): January 5, 1998
THE GRAND UNION COMPANY
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter
Delaware
- --------------------------------------------------------------------------------
(State or Other Jurisdiction of Incorporation)
0-26602 22-1518276
- --------------------------------- ---------------------------------------------
(Commission File Number) (I.R.S. Employer Identification No.)
201 Willowbrook Boulevard
Wayne, New Jersey 07470
- -------------------------------------------------- ----------------------------
(Address of Principal Executive Offices) (Zip Code)
(973) 890-6000
- --------------------------------------------------------------------------------
(Registrant's Telephone Number, Including Area Code)
Not applicable
- --------------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
================================================================================
NYFS03...:\18\50318\0005\1708\FRM1278L.08A
Item 5. OTHER EVENTS.
I. On January 5, 1998, the Board of Directors of The Grand Union Company (the
"Company") elected Jack W. Partridge, Jr. to serve as the Chief Administrative
Officer of the Company. In connection with such appointment, the Company and Mr.
Partridge entered into an Employment Agreement (the "Employment Agreement"),
dated as of January 5, 1998 (the "Effective Date"). On January 15, 1998, Mr.
Partridge was elected Vice Chairman of the Board of Directors. The following
description of the Employment Agreement is qualified in its entirety by
reference to the full text of the Employment Agreement, filed as Exhibit 99.1
hereto and incorporated herein by reference.
The Employment Agreement provides, among other things, as follows:
(a) The term of Mr. Partridge's employment pursuant to the
Employment Agreement shall commence on the Effective Date and shall continue
until January 4, 2002 (the "Term").
(b) Mr. Partridge shall earn, and the Company shall pay, cash
compensation during the Term of:
(i) a one-time signing bonus of $75,000;
(ii) base salary at an annual rate of $350,000 per year,
prorated based on the actual number of weeks worked during the fiscal
years ending 1998 and 2002;
(iii) bonus compensation in an amount determined by the Company's
Compensation Committee based on the achievement of percentage and
performance targets established by the Compensation Committee, subject to
the following: (x) for the fiscal year ending March 28, 1998 and the first
half of the fiscal year ending March 27, 1999, the minimum bonus payable
for such period shall be 100% of Mr. Partridge's base salary paid for such
period; and (y) for the second half of the fiscal year ending March 27,
1999, the maximum bonus payable shall be 125% of Mr. Partridge's base
salary for the applicable period; and
(iv) payment or reimbursement of the reasonable costs of local
accommodations for Mr. Partridge and appropriate travel expenses for Mr.
Partridge between such accommodations and Wayne, New Jersey.
(c) The Company granted to Mr. Partridge options to purchase up to
450,000 shares (the "Options") of the Company's Common Stock on the terms and
subject to the conditions set forth below and in the Company's 1995 Equity
Incentive Plan, consisting of the following:
2
(i) Options to purchase 175,000 shares at an exercise price
equal to $2.0625 (the closing price as reported by NASDAQ SmallCap Market
on the Effective Date), exercisable immediately;
(ii) Options to purchase 75,000 shares at an exercise price
equal to $2.0625, which shall become exercisable if and when the Company
shall have earnings before interest, tax, depreciation and amortization
expense of an aggregate of at least $147 million for any 13 continuous 4
week fiscal reporting periods commencing on the Effective Date and ending
on or before the end of the Company's fiscal year ending in 2000;
(iii) Options to purchase 100,000 shares at an exercise price
equal to $3.0625, exercisable on or after January 5, 1999; and
(iv) Options to purchase 100,000 shares at an exercise price
equal to $4.0625, exercisable on or after January 5, 2000.
(d) Mr. Partridge will be credited with seven (7) additional years
of service for purposes of the Company's Supplemental Retirement Plan for Key
Executives if he is employed by the Company on the fourth (4th) anniversary of
the Effective Date.
The Employment Agreement also contains provisions concerning other employee
benefits, rights or termination, payments and other benefits on termination
under certain circumstances, confidentiality, and non-competition, which are
customary for agreements with executives in Mr. Partridge's position.
II. Reference is made to the Press Release, dated January 27, 1998, attached
hereto as Exhibit 99.2 and incorporated herein by reference.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
99.1 Employment Agreement, dated as of January 5, 1998, by and
between The Grand Union Company and Jack W. Partridge, Jr.
99.2 Press Release, dated January 27, 1998.
3
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.
THE GRAND UNION COMPANY
Dated: January 27, 1998 By: /s/ Jeffrey P. Freimark
-------------------------------------
Name: Jeffrey P. Freimark
Title: Executive Vice President
and Chief Financial Officer
4
EXHIBIT INDEX
Exhibit
-------
99.1 Employment Agreement, dated as of October 3, 1997, by and between The
Grand Union Company and Jack W. Partridge, Jr.
99.2 Press Release, dated January 27, 1998