UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13E-3
RULE 13e-3 TRANSACTION STATEMENT
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934
and Rule 13e-3 thereunder)
(Amendment No.__)
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FOODARAMA SUPERMARKETS, INC.
(Name of Issuer)
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FOODARAMA SUPERMARKETS, INC.
(Name of Person(s) Filing Statement)
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Common Stock, par value $1.00 per share
(Title of Class of Securities)
344820105
(CUSIP Number of Class of Securities)
Michael Shapiro
Chief Financial Officer
922 Highway 33
Building 6, Suite l
Freehold, New Jersey 07728
(732) 294-2270
(Name, Address and Telephone Numbers of Person Authorized to Receive Notices and
Communications on Behalf of the Persons Filing Statement)
With a Copy to:
John A. Aiello, Esq.
Giordano, Halleran & Ciesla, P.C.
125 Half Mile Road
P.O. Box 190
Middletown, New Jersey 07748
(732) 741-3900
This statement is filed in connection with (check the appropriate box):
a. |_| The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the
Securities Exchange Act of 1934.
b. |X| The filing of a registration statement under the Securities Act of
1933.
c. |_| A tender offer.
d. |_| None of the above.
Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary copies: |_|
Check the following box if the filing is a final amendment reporting the
results of the transaction: |_|
CALCULATION OF FILING FEE
Transaction Valuation (1) Amount of Filing Fee
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$51,382,084 $5,498
(1) The transaction valuation was determined by multiplying $52.00, the
average of the high and low trading prices of the common stock of
Foodarama Supermarkets, Inc. as of March 24, 2006, by 988,117 shares of
Foodarama's common stock to be exchanged pursuant to the transaction.
|X| Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
Amount Previously Paid: $5,498
Form or Registration No.: Registration Statement on Form S-4.
Filing Party: FSM-Delaware, Inc.
Date Filed: March 27, 2006
INTRODUCTION
This Rule 13E-3 Transaction Statement on Schedule 13E-3 (the "Schedule
13E-3") is being filed in connection with the Agreement and Plan of Share
Exchange, dated as of March 2, 2006 (the "Share Exchange Agreement") between
Foodarama Supermarkets, Inc. ("Foodarama") and FSM-Delaware, Inc.
("FSM-Delaware"), a Delaware corporation and wholly-owned subsidiary of
Foodarama.
Pursuant to the Share Exchange Agreement, each outstanding share of
Foodarama common stock will be exchanged for one share of the common stock of
FSM-Delaware (the "Share Exchange"). As a result of the Share Exchange,
Foodarama will become a wholly-owned subsidiary of FSM-Delaware.
The Share Exchange is part of a "going private" transaction which will
result in Foodarama ceasing to be a publicly traded company. Saker Holdings
Corp. (the "Purchaser"), a Delaware corporation formed by a purchaser group
consisting of Richard J. Saker, President and Chief Executive Officer of
Foodarama, Joseph J. Saker, Chairman of Foodarama, Joseph J. Saker, Jr., Senior
Vice President - Marketing and Advertising and Secretary of Foodarama, Thomas A.
Saker, Vice President of Store Operations of Foodarama, and four other members
of the family of Joseph J. Saker (collectively, the "Purchaser Group"). The
Purchaser has announced its intention to make an offer (the "Tender Offer") to
purchase all shares of Foodarama common stock not currently owned by the
Purchaser Group, at a price of $53 per share, and the completion of the Tender
Offer is conditioned upon the approval of the Share Exchange by Foodarama's
shareholders. The Purchaser Group has announced that if the tender is completed,
it plans to merge FSM-Delaware with and into Purchaser in a transaction which
will result in each outstanding share of common stock of FSM-Delaware being
converted into the right to receive $53 in cash (the "Merger"), subject to each
shareholder's right to exercise "appraisal rights" under Delaware law.
This Schedule 13E-3 is being filed by Foodarama, the issuer of the
securities that are the subject of a Rule 13E-3 transaction. Concurrently with
the filing of this Schedule 13E-3, FSM Delaware is filing with the Securities
and Exchange Commission (the "SEC") a Registration Statement on Form S-4 which
includes a proxy statement/prospectus (the "Proxy Statement/Prospectus")
pursuant to the Securities Act of 1933, as amended, containing information with
respect to the Share Exchange Agreement. The Proxy Statement/Prospectus is in
preliminary form and is subject to completion or amendment.
The information set forth in the Proxy Statement/Prospectus, including all
appendices thereto, is expressly incorporated by reference into this Schedule
13E-3 in its entirety, and responses to each item in this Schedule 13E-3 are
qualified in their entirety by the provisions of the Proxy Statement/Prospectus.
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Item 1. Summary Term Sheet.
The information set forth in the Proxy Statement/Prospectus in the section
captioned "Summary Term Sheet" is incorporated herein by reference.
Item 2. Subject Company Information.
(a) Name and Address.
The name of the subject company is Foodarama Supermarkets, Inc., a New
Jersey corporation, with principal executive offices located at 922 Highway 33,
Building 6, Suite 1, Freehold, New Jersey 07728. The telephone number of the
principal executive offices of Foodarama is (732) 462-4700.
(b) Securities.
This Schedule 13E-3 relates to Foodarama's common stock, par value $1.00
per share. As of March 24, 2006, there were 988,117 shares of common stock
issued and outstanding.
(c) Trading Market and Price.
The information set forth in the Proxy Statement/Prospectus in the section
captioned "Summary Term Sheet" is incorporated herein by reference.
(d) Dividends.
The information set forth in the Proxy Statement/Prospectus in the
sections captioned "The Share Exchange - Dividends" and "Description of
Authorized Shares of FSM-Delaware - Dividend Rights" is incorporated herein by
reference.
(e) Prior Public Offerings.
Not applicable.
(f) Prior Stock Purchases.
Not applicable.
Item 3. Identity and Background of Filing Person.
(a) Name and Address.
This Schedule 13E-3 is being filed by Foodarama. Foodarama is the subject
company. As stated in Item 2 above, the principal executive offices of Foodarama
are located at 922 Highway 33, Building 6, Suite 1, Freehold, New Jersey 07728,
and the business telephone number of the principal executive offices of
Foodarama is (732) 462-4700.
The information set forth in the Proxy Statement/Prospectus in the
sections captioned "Summary Term Sheet" and "Management of Foodarama" is
incorporated herein by reference.
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(b) Business and Background of Entities.
Not applicable.
(c) Business and Background of Natural Persons.
The information set forth in the Proxy Statement/Prospectus in the section
captioned "Management of Foodarama" is incorporated herein by reference.
Item 4. Terms of the Transaction.
(a) Material Terms.
The information set forth in the Proxy Statement/Prospectus in the
sections captioned "Summary Term Sheet," "Special Meeting - Required Vote for
the Share Exchange," "The Share Exchange - Structure of the Share Exchange;
Reasons for and Purpose of the Share Exchange; Background of the Share Exchange;
Required Vote for the Share Exchange; Accounting Treatment of the Share
Exchange," "Description of Authorized Shares of FSM-Delaware," "Comparison of
Rights of Shareholders," and "Certain Federal Income Tax Consequences of the
Share Exchange and Merger" is incorporated herein by reference.
(c) Different Terms.
Not applicable.
(d) Appraisal Rights.
The information set forth in the Proxy Statement/Prospectus in the
sections captioned "Summary Term Sheet" "The Share Exchange - Rights of
Dissenting Shareholders" and "Comparison of Shareholders' Rights under New
Jersey Law and Delaware Law - Dissenter Rights and Appraisal Rights" is
incorporated herein by reference.
(e) Provisions for Unaffiliated Security Holders.
Not applicable.
(f) Eligibility for Listing or Trading.
Not applicable.
Item 5. Past Contracts, Transactions, Negotiations and Agreements.
(a) Transactions.
The information set forth in the Proxy Statement/Prospectus in the section
captioned "Certain Relationships and Related Party Transactions" is incorporated
herein by reference.
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(b), (c) and (e) Significant Corporate Events; Negotiations or Contracts;
Agreements Involving the Subject Company's Securities.
The information set forth in the Proxy Statement/Prospectus in the
sections captioned "Summary Term Sheet," "The Share Exchange - Reasons For and
Purpose of the Share Exchange; Background of the Share Exchange; Automatic Share
Conversion" and "The Tender Offer and Support Agreement" is incorporated herein
by reference.
Item 6. Purposes of the Transaction and Plans of Proposals.
(b) Use of Securities Acquired.
The information set forth in the Proxy Statement/Prospectus in the
sections captioned "Summary Term Sheet" and "The Share Exchange - Structure of
the Share Exchange; Automatic Share Conversion" is incorporated herein by
reference.
(c) Plans.
The information set forth in the Proxy Statement/Prospectus in the
sections captioned "Summary Term Sheet," "The Share Exchange - Structure of the
Share Exchange; Reasons for and Purpose of the Share Exchange; Background of the
Share Exchange; Management of FSM - Delaware; Dividends," is incorporated herein
by reference.
Item 7. Purposes, Alternatives, Reasons and Effects.
(a) - (d) Purposes; Alternatives; Reasons; Effects.
The information set forth in the Proxy Statement/Prospectus in the
sections captioned "Summary Term Sheet," "The Share Exchange - Reasons For and
Purpose of the Share Exchange; Background of the Share Exchange," and "Certain
Federal Income Tax Consequences of the Share Exchange and Merger" is
incorporated herein by reference.
Item 8. Fairness of the Transaction.
(a), (b), (d) and (e) Fairness; Factors Considered in Determining
Fairness; Unaffiliated Representative.
The information set forth in the Proxy Statement/Prospectus in the
sections captioned "Summary Term Sheet," "Opinion of the Financial Advisor to
the Special Committee," "The Share Exchange - Structure of the Share Exchange;
Reasons for and Purpose of the Share Exchange; Background of the Share Exchange"
and in Annex B to the Proxy Statement/Prospectus, which contains the full text
of the opinion of William Blair & Company, LLC, the financial advisor to the
special committee of Foodarama's Board of Directors, is incorporated herein by
reference.
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(c) Approval of Security Holders.
The information set forth in the Proxy Statement/Prospectus in the
sections captioned "Summary Term Sheet" "Special Meeting - Required Vote for the
Share Exchange," "The Share Exchange - Conditions to Consummation of the Share
Exchange; Required Vote for the Share Exchange" is incorporated herein by
reference.
(f) Other Offers.
Not applicable.
Item 9. Reports, Opinions, Appraisals and Certain Negotiations.
(a) - (c) The information set forth in the Proxy Statement/Prospectus in
the sections captioned "Summary Term Sheet," "Opinion of the Financial Advisor
to the Special Committee," and "The Share Exchange - Structure of the Share
Exchange; Reasons for and Purpose of the Share Exchange; Background of the Share
Exchange" and in Annex B is incorporated herein by reference.
Item 10. Sources and Amounts of Funds or Other Consideration.
(a), (b) and (d) Source of Funds; Conditions; Borrowed Funds.
The information set forth in the Proxy Statement/Prospectus in the
sections captioned "Special Meeting - Cost of Solicitation," "The Share Exchange
- Background of the Share Exchange," and "The Tender Offer and Support
Agreement" is incorporated herein by reference.
(c) Expenses.
The information set forth in the Proxy Statement/Prospectus in the section
captioned "Expenses of the Share Exchange" is incorporated herein by reference.
Item 11. Interest in Securities of Subject Company.
(a) Securities Ownership.
The information set forth in the Proxy Statement/Prospectus in the section
captioned "Securities Ownership of Foodarama Management" is incorporated herein
by reference.
(b) Securities Transactions.
The information set forth in the Proxy Statement/Prospectus in the section
captioned "Securities Ownership of Foodarama Management" is incorporated herein
by reference.
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Item 12. The Solicitation or Recommendation.
(d) Intent to Tender or Vote in a Going-Private Transaction.
The information set forth in the Proxy Statement/Prospectus in the
sections captioned "Summary Term Sheet" "The Share Exchange - Reasons and
Purpose of the Share Exchange," and "The Tender Offer and Support Agreement" is
incorporated herein by reference.
(e) Recommendations of Others.
The information set forth in the Proxy Statement/Prospectus in the
sections captioned "Summary Term Sheet," "Opinion of the Financial Advisor to
the Special Committee," and "The Share Exchange - Background of the Share
Exchange" is incorporated herein by reference.
Item 13. Financial Statements.
(c) Financial Information.
The following financial information concerning Foodarama is incorporated
herein by reference: (i) the consolidated financial statements and notes thereto
appearing on pages F-2 to F-42 of Foodarama's Annual Report on Form 10-K for the
year ended October 29, 2005, filed with the SEC on January 27, 2006; and (ii)
the information set forth in Part I, Item 1 beginning on page 2 of Foodarama's
Quarterly Report on Form 10-Q for the period ended January 28, 2006, filed with
the SEC on March 14, 2006, is also incorporated herein by reference. These
reports of Foodarama may be viewed on the SEC's website at www.sec.gov.
(d) Pro Forma Information.
The information set forth in the Proxy Statement/Prospectus in the section
captioned "Summary Pro Forma Financial Information" is incorporated herein by
reference.
Item 14. Person/Assets Retained, Employed, Compensated or Used.
(a) - (b) Solicitations or Recommendations; Employees and Corporate
Assets.
The information set forth in the Proxy Statement/Prospectus in the
sections captioned "Special Meeting - Voting Your Shares and Changing Your Vote;
Cost of Solicitation," "The Share Exchange - Background of the Share Exchange,"
and "Opinion of the Financial Advisor to the Special Committee" is incorporated
herein by reference.
Item 15. Additional Information.
(a) Other Material Information.
The information set forth in the Proxy Statement/Prospectus and any
attachments thereto is incorporated herein by reference.
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Item 16. Exhibits.
Exhibit No. Description.
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(a)(4) Proxy Statement/Prospectus, incorporated by reference to the
Proxy Statement/Prospectus contained in the Registration
Statement on Form S-4, filed by FSM-Delaware, Inc. with the
SEC on March 27, 2006.
(d)(1) Agreement and Plan of Share Exchange, dated March 2, 2006, by
and between Foodarama and FSM-Delaware, Inc., incorporated by
reference to Annex A to the Proxy Statement/Prospectus.
(d)(2) Tender Offer and Support Agreement, dated as of March 2, 2006,
between Foodarama Supermarkets, Inc. and Saker Holdings Corp.,
incorporated by reference to Exhibit 99.2 to the report on
Form 8-K/A filed by Foodarama on March 27, 2006.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
FOODARAMA SUPERMARKETS INC.
By: /s/ Michael Shapiro
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Name: Michael Shapiro
Title: Chief Financial Officer
Dated: March 27, 2006
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EXHIBIT INDEX
Exhibit No. Description.
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(a)(4) Proxy Statement/Prospectus, incorporated by reference to the
Registration Statement on Form S-4, filed by FSM-Delaware,
Inc. with the SEC on March 27, 2006.
(d)(1) Agreement and Plan of Share Exchange, dated March 2, 2006, by
and between Foodarama and FSM-Delaware, Inc., incorporated by
reference to Annex A to the Proxy Statement/Prospectus.
(d)(2) Tender Offer and Support Agreement, dated as of March 2, 2006,
between Foodarama Supermarkets, Inc. and Saker Holdings Corp.,
incorporated by reference to Exhibit 99.2 to the report on
Form 8-K/A filed by Foodarama on March 27, 2006.
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