UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(D)(L) OR 13(E)(L)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOODARAMA SUPERMARKETS, INC.
(NAME OF SUBJECT COMPANY (ISSUER))
SAKER HOLDINGS CORP. (OFFEROR)
JOSEPH J. SAKER (OFFEROR)
RICHARD J. SAKER (OFFEROR)
JOSEPH J. SAKER, JR. (OFFEROR)
THOMAS A. SAKER (OFFEROR)
GLORIA SAKER (OFFEROR)
NADINE SAKER MOCKLER (OFFEROR)
DENISE SAKER MARDER (OFFEROR)
JOSEPH SAKER FAMILY PARTNERSHIP, L.P. (OFFEROR)
RICHARD JAMES SAKER (OFFEROR)
(NAMES OF FILING PERSONS (IDENTIFYING STATUS AS OFFEROR, ISSUER OR
OTHER PERSON))
COMMON STOCK, $1.00 PAR VALUE
(TITLE OF CLASS OF SECURITIES)
344820105
(CUSIP NUMBER OF CLASS OF SECURITIES)
JOHN A. AIELLO
PHILIP D. FORLENZA
GIORDANO HALLERAN AND CIESLA, P.C.
125 HALF MILE ROAD, P.O. BOX 190
RED BANK, NEW JERSEY 07701
(732) 741-3900
(NAME, ADDRESS, AND TELEPHONE NUMBERS OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF FILING PERSONS)
Calculation of Filing Fee
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Transaction valuation* Amount of filing fee
Not Applicable Not Applicable
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*Set forth the amount on which the filing fee is calculated and state how it was
determined.
[ ] Check the 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:
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Form or Registration No.:
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Filing Party: Date Filed:
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[X] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[X] third-party tender offer subject to Rule 14d-l.
[ ] issuer tender offer subject to Rule 13e-4.
[X] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]
This Tender Offer Statement on Schedule TO is filed by the Filing Persons above.
Pursuant to General Instruction D to Schedule TO, this Schedule TO relates to
pre-commencement communications by the Filing Persons above.
This communication is provided for informational purposes only and is neither an
offer to purchase nor a solicitation of an offer to sell shares of Foodarama
Supermarkets, Inc. The Filing Persons have NOT commenced the tender offer that
is referred to in this communication. At such time, if ever, as the tender offer
is commenced, the Filing Persons or their affiliate will file with the
Securities and Exchange Commission a Schedule TO and related exhibits (including
an offer to purchase, a letter of transmittal and other related documents).
Shareholders of Foodarama Supermarkets, Inc. are strongly encouraged to read the
Schedule TO and related exhibits when they become available because they will
contain important information about the tender offer and merger. The Schedule TO
and related exhibits will be available without charge at the Securities and
Exchange Commission's website at http://www.sec.gov and will be delivered
without charge to all shareholders of Foodarama Supermarkets, Inc.
Item 12. Exhibits.
Exhibit 99.1 Text of Press Release issued by Foodarama Supermarkets, Inc. on
February 13, 2006.
Exhibit 99.2 Letter Agreement between Saker Holdings Corp. and Foodarama
Supermarkets, Inc. dated as of February 6, 2006.
EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION
Exhibit 99.1 Letter Agreement between Saker Holdings Corp. and Foodarama
Supermarkets, Inc. dated as of February 6, 2006.
Exhibit 99.2 Text of Press Release issued by Foodarama Supermarkets, Inc.
on February 13, 2006.
EXHIBIT 99.1
SAKER HOLDINGS CORP.
922 Highway #33, Building 6, Suite 1
Freehold, New Jersey 07728
February 6, 2006
Special Committee of the Board of Directors
Foodarama Supermarkets, Inc.
922 Highway #33, Building 6, Suite 1
Freehold, NJ 07728
Re: Reimbursement of Fees and Expenses
Gentlemen:
As you know, Saker Holdings Corp. (the "Purchaser"), a newly formed
corporation organized by me and seven other members of the Saker family (the
"Purchaser Group"), has made a proposal to acquire all of the outstanding shares
of capital stock of Foodarama Supermarkets, Inc. not held by a member of the
Purchaser Group for cash in the amount of $52 per share. The proposed
transaction would be effected by means of a tender offer (the "Offer") as more
particularly described in our letter to the Board of Directors of the Company
dated December 1, 2005 (the "Proposal Letter"). We have advised the Special
Committee of the Board of Directors appointed to evaluate the Offer (the
"Special Committee") that we are willing to increase the proposed offer price
from $52 to $53 per share (the "Offer Price"). We have arranged financing for
the Offer from GMAC Commercial Finance LLC ("GMAC"), and GMAC has issued a
commitment letter (the "Commitment Letter") for such financing, a copy of which
was delivered to the Company's Board of Directors on December 1, 2005. As noted
in the Proposal Letter, fees payable to GMAC began to accrue on November 9,
2005, including a ticking fee of 1/2 of 1% per annum, based on an aggregate $105
million of credit facilities to be provided by GMAC (the "Ticking Fee"). In
addition, the Purchaser Group has incurred and will continue to incur other
out-of-pocket expenses in connection with making the Offer, including legal fees
and expenses and the expenses of its financial advisor (collectively, "Other
Expenses").
As we have advised the Special Committee, we believe that the Offer will
provide shareholders of the Company with an opportunity to monetize their Shares
and receive a substantial economic benefit which would not exist in the absence
of the Offer. In addition, the price per share of the Company's common stock and
the market capitalization of the Company have increased significantly as a
result of the Offer. Further, the Commitment Letter contemplates a refinancing
of all of the Company's existing indebtedness to GMAC and the other members of
the Company's lending group which the Company planned to pursue irrespective of
the Offer. In view of (a) the substantial economic benefit that will be
conferred upon shareholders as a result of the Offer, (b) the benefits that will
be derived by the Company as a result of the proposed refinancing, (c) the time
that we have afforded the Special Committee to evaluate the Offer and (d) the
severe financial burden which will be imposed upon the Purchaser if the Offer is
not consummated, we believe that it is reasonable and appropriate for the
Company to bear responsibility for the amount of the Ticking Fee and Other
Expenses which accrue or are incurred after the date of this letter.
Accordingly, please have this letter signed by a duly authorized officer of the
Company and the Special Committee to confirm our understanding as to the
following:
1. The Purchaser agrees that it will increase the proposed Offer Price from
$52 to $53 per share.
2. The Company agrees that it shall reimburse Purchaser for the Ticking Fee
and Other Expenses accrued and incurred during the period beginning on
February 6, 2006 and ending on the earlier of (a) the expiration or
termination of the Commitment Letter, (b) the date that the Special
Committee advises the Purchaser in writing that it has determined not to
recommend that the Company's shareholders tender shares pursuant to
the Offer or (c) the execution and delivery by Purchaser and the Company
of a definitive agreement pertaining to the Offer, the proposed share
exchange and related matters.
Please return a signed copy of this letter to the undersigned at your
earliest possible convenience.
Very truly yours,
SAKER HOLDINGS CORP.
By:______________________________
Name: Richard J. Saker
Title: President
Agreed to:
Foodarama Supermarkets, Inc.
By: Date: February 9, 2006
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Name: Michael Shapiro
Title: Senior Vice President and
Chief Financial Officer
By:
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Name: Charles T. Parton
On behalf of Special Committee of
the Board of Directors
EXHIBIT 99.2
CONTACT: Michael Shapiro
Senior Vice President
Chief Financial Officer
(732) 294-2270
FOR IMMEDIATE RELEASE
SAKER HOLDINGS CORP. INCREASES
PROPOSED TENDER OFFER PRICE.
Freehold, N.J., February 13, 2006 - Foodarama Supermarkets, Inc. (ASE-FSM)
(the "Company" or "Foodarama") today announced that Saker Holdings Corp. has
increased the price it is willing to offer to holders of the Company's common
stock pursuant to the proposed tender offer that was announced in December 2005
from $52 to $53 per share. Saker Holdings Corp. is a newly formed corporation
organized by a purchaser group consisting of Richard J. Saker, the Company's
President and Chief Executive Officer, Joseph J. Saker, the Company's Chairman
of the Board, and six other members of the family of Joseph J. Saker who are
shareholders of the Company to conduct the tender offer.
The proposed transaction would result in the acquisition by Saker Holdings
Corp. of all of the outstanding shares of Foodarama common stock not already
owned by the members of the purchaser group at a price of $53 per share. The
purchaser group currently owns or controls approximately 51 percent of
Foodarama's issued and outstanding common stock.
The Board of Directors has formed a Special Committee consisting of three
independent directors to review the proposed transaction.
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, with Foodarama
thereby becoming a subsidiary of that Delaware corporation. The share exchange
would be followed by a merger of the Delaware corporation into Saker Holdings
Corp., pursuant to which shareholders who did not tender shares in the tender
offer would receive $53 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 Saker Holdings Corp. and there would no longer be a public market for
Foodarama common stock. The Company has agreed to reimburse Saker Holdings Corp.
for certain fees and expenses incurred from February 6, 2006 until the date that
the Special Committee makes its determination as to whether to recommend to
shareholders that they tender shares pursuant to the proposed tender offer.
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
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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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("SEC") 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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