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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION ----------------
WASHINGTON, D.C. 20549 SEC FILE NUMBER
000-08858
FORM 12b-25 ----------------
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NOTIFICATION OF LATE FILING CUSIP NUMBER
N/A
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(Check One): [X] Form 10-K [_] Form 20-F [_] Form 11-K [_] Form 10-Q
[_] Form 10-D [_] Form N-SAR [_] Form N-CSR
For Period Ended: FEBRUARY 2, 2008
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[_] Transition Report on Form 10-K
[_] Transition Report on Form 20-F
[_] Transition Report on Form 11-K
[_] Transition Report on Form 10-Q
[_] Transition Report on Form N-SAR
For the Transition Period Ended: ____________________
NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS
VERIFIED ANY INFORMATION CONTAINED HEREIN.
If the notification relates to a portion of the filing checked above, identify
the item(s) to which the notification relates:________________________________
PART I
REGISTRANT INFORMATION
THE PENN TRAFFIC COMPANY
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Full Name of Registrant
N/A
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Former Name if Applicable
1200 STATE FAIR BOULEVARD
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Address of Principal Executive Office (Street and Number)
SYRACUSE, NEW YORK 13221-4737
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City, State and Zip Code
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PART II
RULE 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate) [X]
(a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense;
(b) The subject annual report, semi-annual report, transition
report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form
N-CSR, or portion thereof, will be filed on or before the 15th
calendar day following the prescribed due date; or the subject
quarterly report or transition report on Form 10-Q, or portion
thereof, will be filed on or before the fifth calendar day
following the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III
NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, N-CSR
or the transition report or portion thereof, could not be filed within the
prescribed time period. (Attach Extra Sheets if Needed)
The Registrant did not complete the preparation of its consolidated financial
statements as of February 2, 2008 and for the year then ended due to a required
restatement of certain financial information from its two prior fiscal years.
Due to these factors, the Registrant was unable, without unreasonable effort or
expense, to file its Annual Report on Form 10-K for the fiscal year ended
February 2, 2008 by 5:30 PM, Eastern Time, on April 17, 2008, which was the due
date for such report. The Registrant filed the Annual Report on Form 10-K
effective April 18, 2008, which was within the 15-day relief period provided by
Rule 12b-25(b)(2)(ii).
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Daniel J. Mahoney 315 453-7284
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period
that the registrant was required to file such report(s) been filed? If
answer is no, identify report(s).
YES [_] NO [X]
The Registrant did not file its quarterly reports on Form 10-Q for its
first, second and third fiscal quarters during calendar year 2007. The
Registrant is in the process of completing the work effort necessary to
file these reports.
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected
by the earnings statements to be included in the subject report or
portion thereof?
YES [X] NO [_]
If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
For the fiscal year ended Feb. 2, 2008, the Registrant reported a net loss of
$41.7 million, or $4.92 per share, compared to $28.0 million, or $3.29 per
share, during the same period last year. Fiscal 2008 results included a loss
from discontinued operations of $11.3 million and non-recurring charges of
$19.6 million for items including: (1) professional fees; (2) closed-store
costs; (3) fixed-asset policy change; (4) SEC legal costs; (5) personnel
engagement costs; (6) severance; (7) Chapter 11 reorganization costs and (8) a
proposed acquisition that was not consummated. Fiscal 2007 results included a
loss from discontinued operations of $587,000 and non-recurring charges of
$13.7 million.
For the fourth quarter of fiscal 2008, the Registrant reported a net loss of
$19.8 million, or $2.34 per share, including a loss from discontinued
operations of $8.9 million and $3.6 million of non-recurring charges. For the
fourth quarter of fiscal 2007, the company reported a net loss of $15.0
million, or $1.76 per share, including a loss from discontinued operations of
$519,000 and $7.5 million of non-recurring charges.
Results reported for fiscal 2007 reflect a restatement. As a result of
cancellation of debt in the Chapter 11 proceedings, the Registrant previously
entirely eliminated all net operating loss carryforwards and reduced the tax
basis of its long-lived assets effective January 29, 2006. During the year
ended February 2, 2008, the Registrant corrected the amount of debt forgiveness
in the Chapter 11 proceedings that reduced tax attributes which results in an
increase aggregating $66 million in the tax basis of its long-lived assets and
net operating loss carryforwards.
The Penn Traffic Company
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(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: APRIL 18, 2008 By: /s/ Daniel J. Mahoney
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Daniel J. Mahoney
SVP, General Counsel