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): June 18, 2002
GRISTEDE'S FOODS, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-7013 13-1829183
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer Identification No.)
incorporation or organization)
823 Eleventh Avenue, New York, New York 10019
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (212) 956-5803
Item 9 - Regulation FD Disclosure
Gristede's Foods, Inc. ("Gristede's") is commencing an offering of
senior notes pursuant to Rule 144A. The offering will be limited to qualified
institutional buyers and non-U.S. purchasers outside the United States. Pursuant
to the offering, Gristede's will be issuing $175.0 million principal amount of
Senior Notes due 2012 (the "Notes"), the proceeds of which, together with funds
from vendor support and an affiliate of John A. Catsimatidis, the majority
stockholder, Chairman and Chief Executive Officer of Gristede's, will be used
(i) to purchase the capital stock of Kings Super Markets, Inc., (ii) to repay a
portion of Gristede's outstanding indebtedness, (iii) to pay related fees and
expenses of the offering and (iv) for general corporate purposes.
Gristede's will, concurrently with the consummation of the offering,
(i) purchase all of the outstanding common stock of Kings for a purchase price
of $155.0 million in cash, subject to certain adjustments, (ii) issue $20.0
million of Series A Convertible Preferred Stock to an affiliate of John A.
Catsimatidis, (iii) repay $15.0 million in loans from an affiliate of John A.
Catsimatidis outstanding as of the date of the offering, (iv) repay outstanding
indebtedness under Gristede's existing credit facility, (v) enter into a new
revolving credit facility which will provide Gristede's with a $20.0 million
three-year secured line of credit for direct loans and letters of credit,
subject to certain borrowing limitations, and (vi) enter into a 15 year
agreement with Di Giorgio Corporation, whereby Di Giorgio will pay $10.0 million
to Gristede's in consideration of Gristede's agreement to purchase its grocery,
dairy and frozen food requirements from White Rose, a division of Di Giorgio, at
levels and in a manner consistent with Gristede's past practices.
Gristede's believes that the Kings acquisition will result in $7.6
million of anticipated net annual operating synergies, which management believes
are achievable and will be fully realized by the second full year of operations
following the Kings acquisition.
No assurance can be made that the offering of the Notes, the Kings
acquisition, the transactions with an affiliate of John A. Catsimatidis, the
repayment of a portion of Gristede's outstanding indebtedness, the new credit
facility, the agreement with Di Giorgio, or the anticipated net annual operating
synergies by Gristede's will be completed.
The Notes have not been registered under the Securities Act of 1933,
as amended, and may not be offered or sold in the United States absent
registration or an applicable exemption from registration requirements. This
current report on Form 8-K does not constitute an offer to sell or the
solicitation of an offer to buy any security.
Any statements in this report that are not historical facts are
forward-looking statements within the meaning of Section 21E of the Securities
Exchange Act of 1934, as amended. The words "estimate," "anticipate" and other
expressions that indicate future events and trends identify forward-looking
statements. These forward-looking statements are subject to risks and
uncertainties that could cause actual results to differ materially
from historical results or those that Gristede's anticipates. Factors that could
have a material and adverse impact on actual results are described in Gristede's
annual report on Form 10-K for the year ended December 2, 2001 and quarterly
report on Form 10-Q for the thirteen weeks ended March 3, 2002.
All forward-looking statements in this report are qualified by
reference to the cautionary statements included in Gristede's Form 10-K and Form
10-Q.
Gristede's is including in this filing as Exhibit 99.1 the press
release issued on June 18, 2002 with respect to the offering and as Exhibit 99.2
the Unaudited Pro Forma Condensed Consolidated Financial Information which gives
effect to the Kings acquisition and the other related transactions.
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.
GRISTEDE'S FOODS, INC.
Date: June 18, 2002 By: /s/ Gary Pokrassa
----------------------------
Gary Pokrassa
Chief Financial Officer
(Principal Financial and Accounting
Officer and Duly Authorized Officer)
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
99.1 Press Release of Gristede's Foods, Inc., dated June 18, 2002.
99.2 Pro Forma Condensed Consolidated Financial Information