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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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. |_| The filing of a registration statement under the Securities Act of
1933.
c. |X| 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 (2)
--------------------- --------------------
$27,303,745 $2,922
(1) Estimated for purposes of calculating filing fee only. This calculation
assumes the purchase of 511,165 shares of common stock of Foodarama
Supermarkets, Inc. at the tender offer price of $53 per share of common
stock. The transaction value also takes into account 4,000 stock options
outstanding not held by the filing persons listed above.
(2) The amount of the filing fee, calculated in accordance with Rule 0-11 of
the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory No.
5 for fiscal year 2006 issued by the Securities and Exchange Commission,
equals $107.00 per million of transaction value, or $2,922.
|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: $2,922
Form or Registration No.: Schedule TO
Filing Party: Saker Holdings Corp.
Richard J. Saker
Purchaser Group
Date Filed: May 9, 2006
INTRODUCTION
This Rule 13e-3 Transaction Statement on Schedule 13E-3 (the "Schedule
13E-3") is being filed in connection with a "going private" transaction which
will result in Foodarama Supermarkets, Inc. ("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,
Joseph Saker Family Partnership, L.P. and four other members of the family of
Joseph J. Saker (collectively, the "Purchaser Group"), has announced its
intention to make an offer (the "Tender Offer") to purchase all of the
outstanding shares of Foodarama common stock, $1.00 par value per share (the
"Shares"), not currently owned by the Purchaser Group, at a price of $53 per
Share, in cash. The Tender Offer is subject to the terms and conditions set
forth in the Offer to Purchase (the "Offer to Purchase"), which is attached as
Exhibit (a)(1)(i) to Amendment No. 1 to Schedule TO being filed concurrently
herewith by the Purchaser and the Purchaser Group.
This Schedule 13E-3 is being filed by the Purchaser and certain members of
the Purchaser Group. The information set forth in the Offer to Purchase,
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 Offer to
Purchase.
Reference is made to Amendment No. 1 to Tender Offer Statement on Schedule
TO being filed with the Securities and Exchange Commission concurrently herewith
by the Purchaser and the Purchaser Group (the "Schedule TO").
3
Item 1. Summary Term Sheet.
The information set forth in the Offer to Purchase in the sections
captioned "Summary Term Sheet" and "Questions and Answers About the Tender
Offer" 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.
The information set forth in the Offer to Purchase in the section
captioned "The Offer - Section 7, Certain Information Concerning the Company,"
is incorporated herein by reference.
(b) Securities.
This Schedule 13E-3 relates to Foodarama's common stock, par value $1.00
per share. As of May 31, 2006, there were 988,867 shares of common stock issued
and outstanding.
(c) Trading Market and Price.
The information set forth in the Offer to Purchase in the section
captioned "The Offer - Section 6, Price Range of Shares; Dividends; Ownership of
and Transactions in Shares" is incorporated herein by reference. is incorporated
herein by reference.
(d) Dividends.
The information set forth in the Offer to Purchase in the sections
captioned "The Offer - Section 6, Price and Range of Shares; Dividends;
Ownership of and Transactions in Shares; Section 7, Certain Information
Concerning the Company" is incorporated herein by reference.
(e) Prior Public Offerings.
Not applicable.
(f) Prior Stock Purchases.
The information set forth in the Offer to Purchase in the sections
captioned "The Offer - Section 6, Price Range of Shares; Dividends; Ownership of
and Transactions in Shares; Section 8, Certain Information Concerning Purchaser
and the Purchaser Group" is incorporated herein by reference.
4
Item 3. Identity and Background of Filing Person.
(a) Name and Address.
This Schedule TO is being filed by the Purchaser and certain members of
the Purchaser Group named herein. 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 Offer to Purchase in the sections
captioned "Summary Term Sheet" and "The Offer - Section 8, Certain Information
Concerning Purchaser and the Purchaser Group" is incorporated herein by
reference.
(b) Business and Background of Entities.
The information set forth in the Offer to Purchase the section captioned
"The Offer - Section 8, Certain Information Concerning Purchaser and the
Purchaser Group" is incorporated herein by reference.
(c) Business and Background of Natural Persons.
The information set forth in the Offer to Purchase in the section
captioned "The Offer - Section 8, Certain Information Concerning Purchaser and
the Purchaser Group" is incorporated herein by reference.
Item 4. Terms of the Transaction.
(a) Material Terms.
The information set forth in the Offer to Purchase in the sections
captioned "Summary Term Sheet," "Questions and Answers About the Tender Offer,"
"Introduction," "Special Factors - Section 2, Purpose and Structure of the
Offer; the Share Exchange and the Merger; Effect of Wakefern Agreement; Reasons
for the Offer, the Shares Exchange and the Merger; Alternatives Considered;
Tender Offer and Support Agreement" and "The Offer - Section 1, Terms of the
Offer; Section 2, Acceptance for Payment and Payment for Shares; Section 3,
Procedures for Tendering Shares; Section 4, Rights of Withdrawal; Section 5,
Material Federal Income Tax Consequences of the Offer, the Share Exchange and
the Merger; Section 9, Share Exchange and Merger, Appraisal Rights, Rule 13e-3;
Section 14, Certain Effects of the Offer, Share Exchange and the Merger" is
incorporated herein by reference.
(c) Different Terms.
None.
5
(d) Appraisal Rights.
The information set forth in the Offer to Purchase in the section
captioned "The Offer - Section 9, Share Exchange and Merger, Appraisal Rights,
Rule 13e-3" and Schedule A thereto is incorporated herein by reference.
(e) Provisions for Unaffiliated Security Holders.
None.
(f) Eligibility for Listing or Trading.
Not applicable.
Item 5. Past Contracts, Transactions, Negotiations and Agreements.
(a) Transactions.
The information set forth in the Offer to Purchase in the sections
captioned "Special Factors - Section 1, Background of the Offer; Section 2,
Purpose and Structure of the Offer; the Share Exchange and the Merger; Effect of
Wakefern Agreement; Reasons for the Offer, the Shares Exchange and the Merger;
Alternatives Considered; Tender Offer and Support Agreement; Section 8,
Conflicts of Interest" and "The Offer - Section 8, Certain Information
Concerning Purchaser and the Purchaser Group" is incorporated herein by
reference.
(b) Significant Corporate Events.
The information set forth in the Offer to Purchase in the sections
captioned "Summary Term Sheet," "Questions and Answers About the Tender Offer,"
"Special Factors - Section 1, Background of the Offer; Section 2, Purpose and
Structure of the Offer; the Share Exchange and the Merger; Effect of Wakefern
Agreement; Reasons for the Offer, the Shares Exchange and the Merger;
Alternatives Considered; Tender Offer and Support Agreement; Section 3, Tender
Offer and Support Agreement; Section 8, Conflicts of Interest" and "The Offer -
Section 8, Certain Information Concerning Purchaser and the Purchaser Group" is
incorporated herein by reference.
(c) and (e) Negotiations or Contracts; Agreements Involving the Subject
Company's Securities.
The information set forth in the Offer to Purchase in the sections
captioned "Summary Term Sheet," "Questions and Answers About the Tender Offer,"
"Special Factors - Section 1, Background of the Offer; Section 2, Purpose and
Structure of the Offer; the Share Exchange and the Merger; Effect of Wakefern
Agreement; Reasons for the Offer, the Shares Exchange and the Merger;
Alternatives Considered; Tender Offer and Support Agreement; Section 3, Tender
Offer and Support Agreement; Section 8, Conflicts of Interest" and "The Offer -
Section 8, Certain Information Concerning Purchaser and the Purchaser Group" is
incorporated herein by reference.
6
Item 6. Purposes of the Transaction and Plans of Proposals.
(b) Use of Securities Acquired.
The information set forth in the Offer to Purchase in the sections
captioned "Summary Term Sheet," "Questions and Answers About the Tender Offer,"
"Introduction," "Special Factors - Section 2, Purpose and Structure of the
Offer; the Share Exchange and the Merger; Effect of Wakefern Agreement; Reasons
for the Offer, the Shares Exchange and the Merger; Alternatives Considered;
Tender Offer and Support Agreement; Section 7, Purchaser's Plans for the
Company," "The Offer - Section 9, Share Exchange and Merger; Appraisal Rights;
Rule 13e-3; Section 14 - Certain Effects of the Offer, Share Exchange and the
Merger" is incorporated herein by reference.
(c) Plans.
(1) - (8) The information set forth in the Offer to Purchase in the
sections captioned "Summary Term Sheet," "Questions and Answers About the Tender
Offer," "Special Factors - Section 2, Purpose and Structure of the Offer; the
Share Exchange and the Merger; Effect of Wakefern Agreement; Reasons for the
Offer, the Shares Exchange and the Merger; Alternatives Considered; Tender Offer
and Support Agreement, Section 7, Purchaser's Plans for the Company; Section 9,
Conduct of the Company's Business if the Offer is not Completed," and "The Offer
- Section 9, Share Exchange and Merger, Appraisal Rights, Rule 13e-3; Section
12, Dividends and Distributions; Section 14, Certain Effects of the Offer, Share
Exchange and the Merger" is incorporated herein by reference.
Item 7. Purposes, Alternatives, Reasons and Effects.
(a) - (c) Purposes; Alternatives; Reasons.
The information set forth in the Offer to Purchase in the sections
captioned "Summary Term Sheet," "Questions and Answers About the Tender Offer,"
"Introduction" and "Special Factors - Section 1, Background of the Offer;
Section 2, Purpose and Structure of the Offer; the Share Exchange and the
Merger; Effect of Wakefern Agreement; Reasons for the Offer, the Shares Exchange
and the Merger; Alternatives Considered; Tender Offer and Support Agreement;
Section 6, Position of Purchase and the Purchaser Group Regarding the Fairness
of the Offer and the Merger" is incorporated herein by reference.
(d) Effects.
The information set forth in the Offer to Purchase in the sections
captioned "Introduction," "Summary Term Sheet," "Questions and Answers About the
Tender Offer," "Special Factors - Section 7, Purchaser's Plans for the Company,"
and "The Offer - Section 5, Material Federal Income Tax Consequences of the
Offer, the Share Exchange and the Merger; Section 9, Share Exchange and Merger;
Appraisal Rights, Rule 13e-3; Section 14 - Certain Effects of the Offer, the
Share Exchange and the Merger" is incorporated herein by reference
7
Item 8. Fairness of the Transaction.
(a), (b), (d) and (e) Fairness; Factors Considered in Determining
Fairness; Unaffiliated Representative; Approval of Directors.
The information set forth in the Offer to Purchase in the sections
captioned "Summary Term Sheet," "Questions and Answers About the Tender Offer,"
"Introduction," "Special Factors - Section 1, Background of the Offer; Section
4, Recommendation of the Special Committee; Fairness of the Offer and the
Merger; Section 5, Opinion of Financial Advisor to the Special Committee;
Section 6, Position of the Purchaser Group Regarding Fairness of the Offer and
the Merger; Section 7 - Certain Information Concerning the Company," and "The
Offer - Section 11 - Certain Conditions of the Offer" is incorporated herein by
reference.
(c) Approval of Security Holders.
The information set forth in the Offer to Purchase in the sections
captioned "Summary Term Sheet," "Questions and Answers About the Tender Offer,"
and "The Offer - Section 11 - Certain Conditions of the Offer" is incorporated
herein by reference.
(f) Other Offers.
Not applicable.
Item 9. Reports, Opinions, Appraisals and Certain Negotiations.
(a) - (c) Report, Opinion or Appraisal; Preparer and Summary of the
Report, Opinion or Appraisal; Availability of Documents.
The information set forth in the Offer to Purchase in the sections
captioned "Summary Term Sheet," "Questions and Answers About the Tender Offer,"
"Introduction," "Special Factors - Section 1, Background of the Offer; Section
4, Recommendation of the Special Committee; Fairness of the Offer and the
Merger; Section 5, Opinion of Financial Advisor to the Special Committee;
Section 6, Position of the Purchaser and the Purchaser Group Regarding the
Fairness of the Offer and the Merger" and "The Offer - Section 7, Certain
Information Concerning the Company" 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 Offer to Purchase in the sections
captioned "Summary Term Sheet," "Questions and Answers About the Tender Offer,"
"Introduction," "Special Factors - Section 1, Background of the Offer," and "The
Offer - Section 10, Source and Amount of Funds" is incorporated herein by
reference.
8
(c) Expenses.
The information set forth in the Offer to Purchase in the section
captioned "The Offer - Section 15, Fees and Expenses" is incorporated herein by
reference.
Item 11. Interest in Securities of the Subject Company.
(a) and (b) Securities Ownership; Securities Transactions.
The information set forth in the Offer to Purchase in the sections
captioned "Special Factors - Section 8, Conflicts of Interest," "The Offer -
Section 6, Price Range of Shares; Dividends; Ownership of and Transactions in
Shares; Section 8, Certain Information Concerning Purchaser and the Purchaser
Group" is incorporated herein by reference.
Item 12. The Solicitation or Recommendation.
(d) and (e) Intent to Tender or Vote in a Going-Private Transaction;
Recommendations of Others.
The information set forth in the Offer to Purchase in the sections
captioned "Summary Term Sheet," "Questions and Answers About the Tender Offer,"
"Introduction," "Special Factors - Section 1, Background of the Offer; Section
2, Purpose and Structure of the Offer; the Share Exchange and the Merger; Effect
of Wakefern Agreement; Reasons for the Offer, the Shares Exchange and the
Merger; Alternatives Considered; Tender Offer and Support Agreement, Section 3,
Tender Offer and Support Agreement; Section 4, Recommendation of the Special
Committee; Fairness of the Offer and the Merger; Section 6, Position of
Purchaser and the Purchaser Group Regarding the Fairness of the Offer and the
Merger," and "The Offer - Section 7 - Certain Information Concerning the
Company" is incorporated herein by reference.
Item 13. Financial Statements.
(a) 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, as
amended, 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. Copies of these reports and other documents may also be inspected
and obtained as provided for in the section of the Offer to Purchase captioned
"The Offer - Section 7, Certain Information Concerning the Company" which is
incorporated herein by reference.
(b) Pro Forma Information.
The information set forth in the Offer to Purchase in the section
captioned "The Offer - Section 7, Certain Information Concerning the Company" is
incorporated herein by reference.
9
Item 14. Person/Assets Retained, Employed, Compensated or Used.
(a) Solicitations or Recommendations.
The information set forth in the Offer to Purchase in the sections
captioned "Questions and Answers About the Tender Offer," "Introduction" and
"Special Factors - Section 1, Background of the Offer; Section 4, Recommendation
of the Special Committee; Fairness of the Offer and the Merger; Opinion of
Financial Advisor to the Special Committee; Section 15, Fees and Expenses" is
incorporated herein by reference.
(b) Employees and Corporate Assets.
The information set forth in the Offer to Purchase in the sections
captioned "Special Factors - Section 8, Conflicts of Interest" and "The Offer -
Section 15, Fees and Expenses" is incorporated herein by reference.
Item 15. Additional Information.
(b) Other Material Information.
The information contained in the Offer to Purchase is incorporated herein
by reference.
Item 16. Exhibits.
Exhibit No. Description.
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(a)(1)(i) Offer to Purchase, incorporated by reference to Exhibit
(a)(1)(i) to Amendment No. 1 to Schedule TO, filed by the
Purchaser and the Purchaser Group on June 1, 2006.
(a)(1)(ii)* Letter of Transmittal.
(a)(1)(iii)* Notice of Guaranteed Delivery.
(a)(1)(iv)* Letter of Information from the Information Agent to Brokers,
Dealers, Commercial Banks, Trust Companies and Other
Nominees.
(a)(1)(v)* Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.
(a)(1)(vi)* Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.
(a)(1)(vii) Letter to Shareholders, incorporated by reference to Exhibit
(a)(1)(vii) to Amendment No. 1 to Schedule TO, filed with
the SEC by Purchaser and the Purchaser Group on June 1,
2006.
10
(a)(1)(viii) Press Release issued by Foodarama relating to the Tender
Offer, incorporated by reference to Exhibit 99.2 to Schedule
TO, filed with the SEC by Purchaser and the Purchaser Group
on December 2, 2005.
(a)(1)(ix) Proposal Letter to Foodarama, dated December 1, 2005,
incorporated by reference to Exhibit 99.1 to Schedule TO,
filed with the SEC by Purchaser and the Purchaser Group on
December 2, 2005.
(a)(4) Proxy Statement/Prospectus, incorporated by reference to the
Proxy Statement/Prospectus contained in Amendment No. 2 to
Registration Statement on Form S-4, filed by FSM-Delaware,
Inc. with the SEC on June 1, 2006.
(b) Commitment letter issued by GMAC Commercial Finance LLC, ,
incorporated by reference to Exhibit (b) 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)(1) Fairness Opinion of William Blair & Company LLC,
incorporated by reference to Annex B to the Proxy
Statement/Prospectus.
(c)(2) Materials 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.
(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 contained in Amendment No. 2 to
Registration Statement on Form S-4, filed by FSM-Delaware,
Inc. with the SEC on June 1, 2006.
(d)(2) Tender Offer and Support Agreement, dated as of March 2,
2006, between Foodarama and Purchaser, incorporated by
reference to Exhibit 99.2 to the report on Form 8-K/A filed
by Foodarama on March 27, 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 contained in
Amendment No. 2 to Registration Statement on Form S-4, filed
by FSM-Delaware, Inc. with the SEC on June 1, 2006.
11
(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) Section 262 of the Delaware Business Corporation Act Re:
Appraisal Rights of Stockholders, incorporated by reference
to Schedule A to the Offer to Purchase.
(g) None.
12
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.
Dated: May 31, 2006 Saker Holdings Corp.
By: /s/ Richard J. Saker
----------------------------------------
Name: Richard J. Saker
Title: President and Chief Executive Officer
/s/ Joseph J. Saker
----------------------------------------
Joseph J. Saker
/s/ Richard J. Saker
----------------------------------------
Richard J. Saker
/s/ Joseph J. Saker, Jr.
----------------------------------------
Joseph J. Saker, Jr.
/s/ Thomas A. Saker
----------------------------------------
Thomas A. Saker
Joseph Saker Family Partnership, L.P.
By: The Saker Family Corporation
By: /s/ Richard J. Saker
----------------------------------------
Name: Richard J. Saker
Title: President
EXHIBIT INDEX
Exhibit No. Description.
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(a)(1)(i) Offer to Purchase, incorporated by reference to Exhibit
(a)(1)(i) to Amendment No. 1 to Schedule TO, filed by the
Purchaser and the Purchaser Group on June 1, 2006.
(a)(1)(ii)* Letter of Transmittal.
(a)(1)(iii)* Notice of Guaranteed Delivery.
(a)(1)(iv)* Letter of Information from the Information Agent to Brokers,
Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(v)* Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.
(a)(1)(vi)* Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9.
(a)(1)(vii) Letter to Shareholders, incorporated by reference to Exhibit
(a)(1)(vii) to Amendment No. 1 to Schedule TO, filed with the
SEC by Purchaser and the Purchaser Group on June 1, 2006.
(a)(1)(viii) Press Release issued by Foodarama relating to the Tender
Offer, incorporated by reference to Exhibit 99.2 to Schedule
TO, filed with the SEC by Purchaser and the Purchaser Group on
December 2, 2005.
(a)(1)(ix) Proposal Letter to Foodarama, dated December 1, 2005,
incorporated by reference to Exhibit 99.1 to Schedule TO,
filed with the SEC by Purchaser and the Purchaser Group on
December 2, 2005.
(a)(4) Proxy Statement/Prospectus, incorporated by reference to the
Proxy Statement/Prospectus contained in Amendment No. 2 to
Registration Statement on Form S-4, filed by FSM-Delaware,
Inc. with the SEC on June 1, 2006.
(b) Commitment letter issued by GMAC Commercial Finance LLC, ,
incorporated by reference to Exhibit (b) 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)(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.
(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
contained in Amendment No. 2 to Registration Statement on Form
S-4, filed by FSM-Delaware, Inc. with the SEC on June 1, 2006.
(d)(2) Tender Offer and Support Agreement, dated as of March 2, 2006,
between Foodarama and Purchaser, incorporated by reference to
Exhibit 99.2 to the report on Form 8-K/A filed by Foodarama on
March 27, 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 contained in Amendment No.
2 to Registration Statement on Form S-4, filed by
FSM-Delaware, Inc. with the SEC on June 1, 2006.
(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) Section 262 of the Delaware Business Corporation Act Re:
Appraisal Rights of Stockholders, incorporated by reference to
Schedule A to the Offer to Purchase.
(g) None.