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): January 17, 2006
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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Foodarama Supermarkets, Inc. (the "Company") issued a press release on January
17, 2006 announcing that it has retained Pitney Hardin LLP to act as legal
advisor to the recently formed Special Committee of the Company's Board of
Directors and William Blair & Company, L.L.C. to act as the Special Committee's
financial advisor. A copy of the press release is attached as Exhibit 99.1
hereto.
Item 9.01. Financial Statements and Exhibits
---------------------------------
Exhibit No. Description
99.1 Press Release dated January 17, 2006
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.
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(REGISTRANT)
By: /s/ Michael Shapiro
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Michael Shapiro
Senior Vice President and Chief Financial Officer
Date: January 19, 2006
EXHIBIT 99.1
CONTACT: Michael Shapiro
Senior Vice President
Chief Financial Officer
(732) 294-2270
FOR IMMEDIATE RELEASE
FOODARAMA ANNOUNCES ENGAGEMENT OF LEGAL AND FINANCIAL ADVISORS
FREEHOLD, N.J., January 17, 2006 - Foodarama Supermarkets, Inc. (ASE-FSM)
announced today that in response to the previously disclosed non-binding
proposal for a going private transaction from a group led by members of the
Saker family it has retained independent legal counsel and independent financial
advisors to advise the recently formed Special Committee of the Board of
Directors regarding the proposal. Pitney Hardin LLP, based in Morristown, New
Jersey, will act as the special committee's legal advisor. William Blair &
Company, L.L.C., based in Chicago, Illinois, will act as the committee's
financial advisor.
On December 2, 2005, Foodarama issued a press release announcing that it has
received a non-binding proposal for a going private transaction from a purchaser
group consisting of Richard J. Saker, the Company's Chief Executive Officer and
President, Joseph J. Saker, the Company's Chairman, 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.
There can be no assurance that any transaction will occur or, if one is
undertaken, its terms or timing. The Company stated that it does not expect to
update its progress or disclose developments with respect to the consideration
of the Saker family group's proposal unless and until the Board of Directors has
approved a definitive transaction or determined not to proceed with a
transaction.
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.
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.
Foodarama Supermarkets, Inc.
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Foodarama Supermarkets 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. Foodarama is a member of Wakefern Food Corporation, the largest
retailer-owned food cooperative warehouse in the United States and owner of the
ShopRite name.
Pitney Hardin LLP
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Pitney Hardin LLP is a full-service law firm that has been providing legal and
business solutions since 1902. From offices in Morristown (NJ), New York City
and Brussels, the firm's staff of about 180 lawyers delivers legal expertise in
a wide range of practice areas, including mergers and acquisitions, corporate
governance and securities law.
William Blair & Company, L.L.C.
-------------------------------
William Blair & Company, L.L.C. is a Chicago-based investment firm offering
investment banking, asset management, equity research, institutional and private
brokerage services, and private capital to individual, institutional, and
issuing clients. William Blair & Company has offices in Chicago, Hartford,
London, San Francisco, Tokyo, Vaduz, and Zurich.
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