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): December 2, 2005
FOODARAMA SUPERMARKETS, INC.
(Exact name of registrant as specified in its charter)
New Jersey 1-5745-1 21-0717108
(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification Number)
incorporation)
Building 6, Suite 1
922 Highway 33
Freehold, New Jersey 07728
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (732) 462-4700
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[__] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[__] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
[__] Pre-commencement communications pursuant to Rule 14d-2 (b) under the
Exchange Act (17 CFR 240.14d-2(b))
[__] Pre-commencement communications pursuant to Rule 13e-4 (c) under the
Exchange Act (17 CFR 240.13e-4 (c))
Item 8.01. Other Events
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On December 2, 2005, Foodarama Supermarkets, Inc. (the "Company") issued a press
release announcing that it has received a non-binding proposal for a going
private transaction from a purchaser group consisting of Joseph J. Saker, the
Company's Chairman of the Board, Richard J. Saker, the Company's Chief Executive
Officer and President, and six other members of the family of Joseph J. Saker
who are shareholders of the Company. The transaction would result in the
acquisition by a corporation formed by the purchaser group of all of the
outstanding shares of common stock of the Company not already owned by the
members of the purchaser group at a price of $52 per share. The purchaser group
currently owns or controls approximately 51% of the Company's issued and
outstanding common stock. A copy of the press release is attached as Exhibit
99.1 hereto.
Item 9.01. Financial Statements and Exhibits
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Exhibit No. Description
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99.1 Press Release dated December 2, 2005
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
FOODARAMA SUPERMARKETS, INC.
(REGISTRANT)
By: /s/ Michael Shapiro
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Michael Shapiro
Senior Vice President and Chief Financial Officer
Date: December 2, 2005
EXHIBIT 99.1
CONTACT: Michael Shapiro
Senior Vice President
Chief Financial Officer
(732) 294-2270
FOR IMMEDIATE RELEASE
FOODARAMA SUPERMARKETS, INC.
RECEIVES GOING PRIVATE PROPOSAL
Freehold, N.J., December 2, 2005 - Foodarama Supermarkets, Inc. (ASE-FSM)
(the "Company" or "Foodarama") today announced that it has received a
non-binding proposal for a going private transaction from a purchaser group led
by Joseph J. Saker, the Company's Chairman of the Board, Richard J. Saker, the
Company's Chief Executive Officer and President, and six other members of the
family of Joseph J. Saker who are shareholders of the Company.
The proposed transaction would result in the acquisition by a corporation
formed by the purchaser group of all of the outstanding shares of Foodarama
common stock not already owned by the members of the purchaser group at a price
of $52 per share, which represents a premium of 40.5 percent over the closing
price of $37 per share on December 1, 2005, and a premium of 35.3 percent over
the average closing price over the last 30 calendar days. The purchaser group
currently owns or controls approximately 51 percent of Foodarama's issued and
outstanding common stock. The purchaser group has informed the Company that,
prior to making the offer and after protracted discussions, the purchaser group
was advised by the holder of approximately 12% of Foodarama's outstanding shares
that such holder would be willing to participate in a transaction in which the
purchaser group acquired his shares at a price of $52 per share.
The Board of Directors has formed a Special Committee consisting of three
independent directors to review the proposed transaction. The Special Committee
will retain independent legal counsel and an independent financial advisor to
assist it in evaluating the proposed transaction on behalf of the public
shareholders.
The proposed transaction is subject to certain conditions, including,
among others, a condition that the acquiring company hold at least 90% of
Foodarama's common stock after the closing of the tender offer, the requisite
consent of Wakefern Food Corporation and a condition that the Foodarama
shareholders approve an agreement and plan of share exchange pursuant to which
each outstanding share of Foodarama common stock would be exchanged for one
share of common stock of a newly formed Delaware corporation. The share exchange
would be followed by a merger of the Delaware corporation into the acquiring
company pursuant to which shareholders who did not tender shares in the tender
offer would receive $52 in exchange for their shares of the Delaware corporation
that they receive in the share exchange. As a result of the tender offer, the
share exchange and the merger, Foodarama would become a wholly owned subsidiary
of the acquiring company and there would no longer be a public market for
Foodarama common stock.
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Certain information included in this press release and other Company filings
(collectively, the "SEC filings") under the Securities Act of 1933, as
amended, and the Securities Exchange Act of 1934, as amended (as well as
information communicated orally or in writing between the dates of such SEC
filings) contains or may contain forward looking information that is subject
to certain risks, trends, and uncertainties that could cause actual results
to differ materially from expected results.
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The purchaser group has obtained a commitment for the financing of the
proposed transaction and a refinancing of the Company's existing loans from GMAC
Commercial Finance LLC. Approximately 6% of the funds provided by GMAC
Commercial Finance LLC may also be used to finance the purchase of certain
shares held by certain members of the purchaser group.
This press release is not a substitute for any tender offer statement or
other filing that may be made with the Securities and Exchange Commission if the
proposed transaction goes forward. If such documents are filed with the SEC,
investors are urged to read them because they will contain important
information. Any such documents, once filed, will be available, free of charge,
at the SEC's website (www.sec.gov) and from Foodarama Supermarkets, Inc.
The Company operates a chain of 26 supermarkets located in Central New
Jersey, as well as two liquor stores and one garden center, all licensed as
ShopRite. The Company also operates a central food processing facility to supply
its stores with certain meat products, various prepared salads, prepared foods
and other items, and a central baking facility which supplies its stores with
bakery products. The Company is a member of Wakefern Food Corporation, the
largest retailer-owned food cooperative warehouse in the United States and owner
of the ShopRite name.
This press release includes forward-looking statements within the meaning
of federal securities laws that are subject to risks and uncertainties,
including the inability to satisfy the conditions to any proposed transaction,
general economic conditions and other factors that may be identified in filings
made with the SEC by the Company or the purchaser group.
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Certain information included in this press release and other Company filings
(collectively, the "SEC filings") under the Securities Act of 1933, as
amended, and the Securities Exchange Act of 1934, as amended (as well as
information communicated orally or in writing between the dates of such SEC
filings) contains or may contain forward looking information that is subject
to certain risks, trends, and uncertainties that could cause actual results
to differ materially from expected results.
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