FORM 8-A/A
AMENDMENT NO. 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
THE PENN TRAFFIC COMPANY
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(Exact name of registrant as specified in its charter)
Delaware 25-0716800
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(State of incorporation (I.R.S. Employer
or organization) Identification No.)
1200 State Fair Boulevard
Syracuse, New York 13221
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act: None
If this Form relates to the registration of a class of debt securities and
is effective upon filing pursuant to General Instruction A.(c)(1), please check
the following box. [ ]
If this Form relates to the registration of a class of debt securities and
is to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. [ ]
Securities to be registered pursuant to Section 12(g) of the Act:
Common stock, par
value $.01 per share
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This document consists of 5 pages.
The exhibit index is contained on page 5 of this document.
Item 1. Description of Registrant's Securities to be Registered.
In connection with the effectiveness of The Joint Plan of
Reorganization of The Penn TrafficCompany (the "Company") and certain of its
subsidiaries (the "Plan"), the Company will be issuing shares of new common
stock, par value $.01 per share ("New Common") in exchange for its existing
common stock, par value $1.25 per share ("Old Common"), and its five tranches of
existing senior notes. Under the Plan, the Company will amend and restate on the
effective date of the Plan (the "Effective Date") its certificate of
incorporation to provide for the authority to issue on the Effective Date
30,000,000 shares of New Common. Dividends may be paid with respect to the New
Common when and if declared by the Company's Board of Directors out of funds
properly available therefor, subject to restrictions upon the payment of
dividends to be contained in the Company's bank debt agreement and in the
indenture (the "Indenture") relating to the Company's 11% Senior Notes due 2009
(the "Senior Notes"), each of which will be executed on the Effective Date. See
"Certain Restrictions" below. Holders of shares of New Common do not have
preemptive or other subscription rights, or redemption or conversion rights;
however, such holders would participate ratably in any distribution of assets to
holders thereof in a liquidation after payment in respect of any preferred
shares then outstanding. Each share of Common Stock is entitled to one vote on
all matters on which shareholders are entitled or permitted to vote, including
the election of directors, for which there are no cumulative voting rights. The
New Common will be freely tradeable by the holders thereof except for certain
persons who receive New Common as part of the Plan and are deemed to be
affiliates of the Company. A copy of the Amended and Restated Certificate of
Incorporation of the Company, which sets forth the rights and privileges of the
New Common is attached to this filing as Exhibit 1.
The transfer agent and registrar for the New Common is Harris
Trust Company of New York, 88 Pine Street, New York, New York 10005.
The shares of New Common have been listed on the OTC Bulletin
Board. The Company presently intends to withdraw the New Common from this
listing subsequent to the time as the New Common is admitted to trading on The
Nasdaq National Market or another national securities exchange.
Preferred Stock
The Company is also authorized to issue 1,000,000 shares of
Preferred Stock, par value $.01 per share (the "Preferred Stock"). No shares of
Preferred Stock will initially be outstanding upon consummation of the Plan. The
Board of Directors of the Comany has the authority by resolution to issue shares
of Preferred Stock in one or more series, and to fix the number of shares
constituting any such series, the voting powers, designations, preferences and
relative participating, optional or other special rights and qualifications,
limitations or restrictions thereof, including the dividend rights, dividend
rate, ranking, terms
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of redemption (including sinking fund provisions), redemption price or prices,
conversion rights and liquidation preferences of the share constituting any
series, without any further vote or action by the shareholders of the Company.
Certain Restrictions
The Indenture will contain certain covenants restricting the
payment of dividends or other distributions on the Company's capital stock. In
addition, the Company's bank debt agreement will contain covenants restricting
the payment of dividends and will require that the Company meet certain
financial tests including minimum net worth, minimum interests coverage and
maximum capital expenditures.
With certain exceptions, the Indenture will limit the payment
of dividends and other distributions on, and the purchase of, capital stock
(other than dividends or distributions in capital stock of the Company) to 50%
of Consolidated Net Income (or minus 100% in the event of a deficit) plus the
aggegate net procees from sales of capital stock; provided that no such payment
or distribution may be made unless the Company could incur at least $1.00 of
indebtedness under a covenant which limits the Company's and certain
subsidiaries' ability to incur indebtedness (generally based on a pro forma
fixed charge coverage ratio test). For purposes of this test, Consolidated Net
Income is defined generally as cumulative consolidated net income of the Company
and of such subsidiaries of the Company as are not designated "Unrestricted
Subsidiaries" by the Board of Directors of the Company.
Page 3
Item 2. Exhibits.
The following exhibits are filed as part of this Registration Statement
on Form 8-A:
1. Amended and Restated Certificate of Incorporation of the
Company
2. Amended and Restated Bylaws of the Company
3. Senior Note Indenture, dated June 29, 1999, between the
Company and IBJ Whitehall Bank and Trust Company, as trustee.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this amended registration
statement to be signed on its behalf by the undersigned, thereto duly
authorized.
THE PENN TRAFFIC COMPANY
By /s/ Martin A. Fox
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Date: June 29, 1999 Martin A. Fox
Vice Chairman, Financial
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INDEX TO EXHIBITS
Sequentially
Exhibit Numbered
Number Exhibit Page
- ------ ------- ----
1 Amended and Restated Certificate of
Incorporation of the Company
2 Amended and Restated Bylaws of the Company
3 Senior Note Indenture, dated June 29, 1999,
between the Company and IBJ Whitehall Bank and
Trust Company, as trustee
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