Edgar Filing: FOODARAMA SUPERMARKETS, INC.

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. 4)

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FOODARAMA SUPERMARKETS, INC.
(Name of Issuer)

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FOODARAMA SUPERMARKETS, INC.
SAKER HOLDINGS CORP.
JOSEPH J. SAKER
RICHARD J. SAKER
JOSEPH J. SAKER, JR.
THOMAS A. SAKER
JOSEPH SAKER FAMILY PARTNERSHIP, L.P.

(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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$56,309,084 $6,026

(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 23, 2006, by 1,082,867 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 Amount Previously Paid: $528

Form or Registration No.: Registration Form or Registration No.: Amendment No. 1 to
Statement on Form S-4. Registration Statement on Form S-4.

Filing Party: FSM-Delaware, Inc. Filing Party: FSM-Delaware, Inc.

Date Filed: March 27, 2006 Date Filed: May 8, 2006

INTRODUCTION

This Amendment No. 4 to Rule 13e-3 Transaction Statement on Schedule 13E-3
(this "Amendment") amends and supplements the Transaction Statement on Schedule
13E-3 (the "Schedule 13E-3") filed with the Securities and Exchange Commission
(the "SEC") on March 27, 2006, as amended by Amendment No. 1 to Schedule 13E-3
filed with the SEC on May 8, 2006, as further amended by Amendment No. 2 to
Schedule 13E-3 filed with the SEC on June 1, 2006, as further amended by
Amendment No. 3 to Schedule 13E-3 filed with the SEC on June 13, 2006, 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.

On July 20, 2006, Foodarama issued a press release announcing that at a
special meeting of its shareholders held on July 19, 2006, Foodarama's
shareholders approved the share exchange whereby each outstanding share of
Foodarama common stock will be exchanged for one share of the common stock of
FSM-Delaware (the "Share Exchange"). The full text of the press release is filed
as Exhibit (a)(5) to this Amendment and is incorporated herein. The Share
Exchange is part of a "going private" transaction which will result in Foodarama
ceasing to be a publicly traded company. In June 2006, 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, the Joseph Saker Family Partnership,
L.P. and four other members of the family of Joseph J. Saker (collectively, the
"Purchaser Group"), commenced an offer (the "Tender Offer") to purchase all of
the outstanding shares of Foodarama common stock not currently owned by the
Purchaser Group, at a price of $53 per share.

Foodarama and the Purchaser also announced the results of the Tender
Offer. Based upon preliminary information provided by American Stock Transfer &
Trust Company, the depositary for the Tender Offer, a total of 416,666 shares
were validly tendered (and not properly withdrawn) in the Tender Offer prior to
the Tender Offer's expiration at 12:00 midnight on July 19, 2006. These Shares,
together with all shares held by the members of the Purchaser Group, represent
approximately 91% of the outstanding common stock of Foodarama.

As a result of these events, the Purchaser expects that all conditions to
the purchase of shares in the Tender Offer will soon be satisfied and plans to
close the financing it has arranged to purchase the shares in the Tender Offer
and to proceed to accept and promptly pay for the shares tendered for purchase.
Immediately after the Tender Offer is completed, Foodarama will implement the
Share Exchange. The Share Exchange will be immediately followed by the merger of
FSM-Delaware with and into Purchaser. Shareholders of Foodarama who did not
tender shares in the Tender Offer, other than the members of the Purchaser
Group, will receive $53 per share in cash for the shares of FSM-Delaware
received in the Share Exchange, subject to their right to seek appraisal rights
under Delaware law. These transactions will result in Foodarama becoming a
wholly owned subsidiary of Purchaser and ceasing to be a publicly traded
company.

This Amendment is being filed by Foodarama, the issuer of the securities
that are the subject of the Rule 13e-3 transaction, the Purchaser and certain
members of the Purchaser Group who are deemed to be affiliates of Foodarama. On
June 13, 2006, FSM Delaware filed with the SEC Amendment No. 3 to 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 and the
"going private" transaction. The information set forth in the Proxy
Statement/Prospectus, including all appendices thereto, is expressly
incorporated by reference into this Amendment in its entirety, and the
information contained in this Amendment is qualified in its entirety by the
provisions of the Proxy Statement/Prospectus.

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 Amendment No. 3 to
Registration Statement on Form S-4, filed by FSM-Delaware,
Inc. with the SEC on June 13, 2006.

(a)(5) Press Release issued by Foodarama and the Purchaser announcing
the results of the Tender Offer and the approval of the Share
Exchange.

(b) Amended and Restated Commitment Letter, dated as of November
23, 2005, issued by GMAC Commercial Finance LLC on June 6,
2006, incorporated by reference to Exhibit (b) to Amendment
No. 3 to Schedule 13E-3, filed by Foodarama, the Purchaser and
certain members of the Purchaser Group with the SEC on June
13, 2006.

(c)(1) Fairness Opinion of William Blair & Company LLC, incorporated
by reference to Annex B to the Proxy Statement/Prospectus.

(c)(2) Materials dated March 2, 2006 presented to the Special
Committee by William Blair & Company in connection with the
March 2, 2006 meeting of the Special Committee, incorporated
by reference to Exhibit (c)(2) to Amendment No. 1 to Schedule
13E-3, filed by Foodarama, the Purchaser and certain members
of the Purchaser Group with the SEC on May 8, 2006.

(c)(3) Materials dated January 27, 2006 presented to the Special
Committee by William Blair & Company in connection with the
January 30, 2006 conference call with the Special Committee,
incorporated by reference to Exhibit (c)(3) to Amendment No. 3
to Schedule 13E-3, filed by Foodarama, the Purchaser and
certain members of the Purchaser Group with the SEC on June
13, 2006.

(c)(4) Materials dated January 20, 2006 presented to the Special
Committee by William Blair & Company in connection with the
January 23, 2006 meeting of the Special Committee,
incorporated by reference to Exhibit (c)(4) to Amendment No. 3
to Schedule 13E-3, filed by Foodarama, the Purchaser and
certain members of the Purchaser Group with the SEC on June
13, 2006.

(d)(1) Agreement and Plan of Share Exchange, dated March 2, 2006, by
and between Foodarama and FSM-Delaware, incorporated by
reference to Annex A to the Proxy Statement/Prospectus.

(d)(2)(i) Tender Offer and Support Agreement, dated as of March 2, 2006,
by and between Foodarama and Purchaser, incorporated by
reference to Exhibit 99.2 to the report on Form 8-K/A filed by
Foodarama with the SEC on March 27, 2006.

(d)(2)(ii) First Amendment to Tender Offer and Support Agreement, dated
June 7, 2006, by and between Foodarama and Purchaser,
incorporated by reference to Exhibit (d)(2)(ii) to Amendment
No. 3 to Schedule 13E-3, filed by Foodarama, the Purchaser and
certain members of the Purchaser Group with the SEC on June
13, 2006.

(d)(3) Form of Agreement and Plan of Merger, by and between
FSM-Delaware and Purchaser, incorporated by reference to Annex
D to the Proxy Statement/Prospectus.

(d)(4) Custody Agreement and Limited Power of Attorney, by and among
Purchaser and members of the Purchaser Group, incorporated by
reference to Exhibit (d)(4) to Amendment No. 1 to Schedule
13E-3 filed by Foodarama, the Purchaser and certain members of
the Purchaser Group with the SEC on May 8, 2006.

(d)(5) Custody Agreement, by and among Purchaser and members of the
Purchaser Group, incorporated by reference to Exhibit (d)(5)
to Amendment No. 1 to Schedule 13E-3 filed by Foodarama, the
Purchaser and certain members of the Purchaser Group with the
SEC on May 8, 2006.

(d)(6) Exchange Agreement, dated March 2, 2006, by and among
Purchaser and members of the Purchaser Group, incorporated by
reference to Exhibit (d)(6) to Amendment No. 1 to Schedule
13E-3 filed by Foodarama, the Purchaser and certain members of
the Purchaser Group with the SEC on May 8, 2006.

(d)(7) Amendment No. 1 to Exchange Agreement, dated March 17, 2006,
by and among Purchaser and members of the Purchaser Group,
incorporated by reference to Exhibit (d)(7) to Amendment No. 1
to Schedule 13E-3 filed by Foodarama, the Purchaser and
certain members of the Purchaser Group with the SEC on May 8,
2006.

(f) None.

(g) None.

SIGNATURES

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.

Dated: July 20, 2006 FOODARAMA SUPERMARKETS, INC.

By: /s/ Michael Shapiro
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Name: Michael Shapiro
Title: Chief Financial Officer

Saker Holdings Corp.

By: /s/ Richard J. Saker
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Name: Richard J. Saker
Title: President and Chief Executive Officer

/s/ Joseph J. Saker
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Joseph J. Saker

/s/ Richard J. Saker
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Richard J. Saker

/s/ Joseph J. Saker, Jr.
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Joseph J. Saker, Jr.

/s/ Thomas A. Saker
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Thomas A. Saker

Joseph Saker Family Partnership, L.P.
By: Saker Family Corporation, General Partner

By: /s/ Richard J. Saker
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Name: Richard J. Saker
Title: President