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