UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 reported): April 19, 2004
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GRISTEDE'S FOODS, INC.
(Exact name of registrant as specified in its chapter)
Delaware 1-7013 13-1829183
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(State or other jurisdiction (Commission (IRS Employer
of incorporation File Number) Identification No.)
823 Eleventh Avenue, New York, New York 10019
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 956-5803
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N/A
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(Former name or former address, if changed since last report)
Item 5 - Other Events and Required FD Disclosure.
On April 13, 2004, Gristede's Foods, Inc. (the "Company") announced that it
had received a letter from John Catsimatidis, the holder with certain of his
affiliates, of in excess of 90% of the outstanding shares of common stock of the
Company, stating his intention to cash out the public stockholders of the
Company, at $0.87 per share, via a short form merger pursuant to Section 253 of
the General Corporation Law of the State of Delaware. A copy of this press
release is attached hereto as Exhibit 99.1. Also, attached hereto is a copy of
the letter addressed to the Board of Directors setting forth Mr. Catsimatidis'
proposal.
On April 14, 2003, the Board of Directors of the Company (John Catsimatidis
abstaining), at a telephonic meeting, appointed a special committee of
independent directors to (i) evaluate the offer, and (ii) determine its fairness
from a financial point of view to the public shareholders of the Company.
Item 7 - Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
Exhibit No. Description
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99.1 Press Release of Gristede's Foods, Inc., dated April 13, 2004,
announcing the intention of John Catsimatidis to take Gristede's
Foods, Inc. private.
99.2 Letter to the Board of Directors of Gristede's Foods, Inc.,
dated April 13, 2004.
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: April 19, 2004 /s/ John Catsimatidis
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John Catsimatidis
Chairman and Chief Executive Officer
EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release of Gristede's Foods, Inc., dated April 13, 2004,
announcing the intention of John Catsimatidis to take Gristede's
Foods, Inc. private.
99.2 Letter to the Board of Directors of Gristede's Foods, Inc.,
dated April 13, 2004.