UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
FOODARAMA SUPERMARKETS, INC.
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(Name of Issuer)
COMMON STOCK, $1.00 par value
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(Title of Class of Securities)
344820105
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(CUSIP Number)
Thomas A. Saker, c/o Foodarama Supermarkets, Inc.,
922 Hwy. 33, Suite 6, Freehold, NJ 07728
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
February 13, 2003
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of the Schedule 13D, and is filing this
schedule because of Rule 13d1(b)(3) or (4), check the following box |_|.
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13D
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CUSIP No. 344820105 Page 2 of 5 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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Thomas A. Saker
SS # not disclosed at the option of the reporting person
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) [x]
Mr. Saker expressly disclaims the existence of a group between
himself (b) and his brothers, Messrs. Richard J. Saker and Joseph
J. Saker, Jr., |X| in connection with their interests in the
Joseph Saker Family Partnership, L.P. (the "Partnership"), which
holds 85,000 shares of Common Stock of the Company, and in
connection with their interests in the Saker Family Corporation,
which is the sole general partner of the Partnership, or
otherwise. Mr. Saker disclaims any beneficial interest in shares
of Common Stock held by the Partnership in excess of his pecuniary
interest.
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
BK, OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizenship
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NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED 65,541
BY EACH REPORTING ------------------------------------------------------------
PERSON WITH8 SHARED VOTING POWER
0
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9 SOLE DISPOSITIVE POWER
40,041
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10 SHARED DISPOSITIVE POWER
85,000
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 125,041
shares with sole voting and shared dispositive power.
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.7%
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2
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14 TYPE OF REPORTING PERSON*
IN
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3
AMENDMENT NO. 1
TO
STATEMENT PURSUANT TO RULE 13d-1
OF THE
GENERAL RULES AND REGULATIONS
UNDER THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
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This Amendment No. 1 amends the Statement on Schedule 13D of the Reporting
Person dated March 28, 2002. This Amendment No. 1 to such Statement on Schedule
13D as so amended is referred to as the "Schedule 13D".
Item 1. Security and Issuer
This Schedule 13D relates to the Common Stock, par value $1.00 per share
("Common Stock"), of Foodarama Supermarkets, Inc., a New Jersey corporation (the
"Company").
The principal executive offices of the Company are located at 922 Highway
33, Building 6, Suite 1, Howell, New Jersey 07731.
Item 2. Identity and Background
(a) Thomas A. Saker
(b) Address: c/o 922 Highway 33, Building 6, Suite 1, Freehold, New
Jersey 07728.
(c) Director of Store Operations of Foodarama Supermarkets, Inc.,
located at 922 Highway 33, Building 6, Suite 1, Howell, New Jersey
07731.
(d) During the past five years, Mr. Saker has not been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the past five years Mr. Saker has not been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction, and as a result of which was subject to a judgement,
decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws
or finding any violations with respect to such laws.
(f) U.S. Citizen.
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Item 3. Source and Amount of Funds or Other Consideration
In the transaction which is the subject of this report, Mr. Saker acquired
10,400 shares in a private purchase and sale, evidenced by the Purchase and Sale
Agreement attached hereto as Exhibit A. The total consideration paid for the
shares purchased by Mr. Saker is $239,200, which reflects a purchase price of
$23.00 per share. Of the total purchase price, $110,000 represents the proceeds
of a loan from Merrill Lynch, which loan is secured by shares of Foodarama
Supermarkets, Inc. common stock owned by Mr. Saker. The balance of the purchase
price, or $129,200, represents the proceeds of a personal, unsecured loan from
Mr. Saker's mother.
Item 4. Purpose of Transactions
This transaction was undertaken for investment purposes.
Mr. Saker has not formulated any plans or proposals which relate to or
would result in: (a) the acquisition by any person of additional securities of
the Company, or the disposition of securities of the Company; (b) an
extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Company or any of its subsidiaries; (c) a sale or
transfer of a material amount of assets of the Company or any of its
subsidiaries; (d) any change in the present Board of Directors or management of
the Company, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board; (e) any material
change in the present capitalization or dividend policy of the Company; (f) any
other material change in the Company's business or corporate structure; (g)
changes in the Company's charter, bylaws or instruments corresponding thereto or
other actions which may impede the acquisition of control of the issuer by any
person; (h) causing a class of securities of the Company to be delisted from a
national securities exchange or cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) causing a class of equity securities of the Company to become eligible for
termination of registration pursuant to Section 12(g)(4) of the Act, as amended,
or (i) any action similar to those enumerated above.
Item 5. Interest in Securities of the Company
(a) The aggregate number of shares of Common Stock beneficially owned by
Mr.Saker as of the date of this Schedule 13D is 125,041, or approximately 12.7%
of the class of securities identified in Item 1 based on 986,867 shares of
Common Stock outstanding as of February 13, 2003. This amount includes 85,000
shares held by the Joseph Saker Family Partnership, L.P., of which the Saker
Family Corporation is the sole general partner (the "General Partner"). Richard
J. Saker owns 40% of the outstanding capital stock of the General Partner, and
each of Joseph J. Saker, Jr. and Thomas A. Saker owns 30% of the outstanding
capital stock of the General Partner. The General Partner owns a 1% interest in
the Partnership and has the sole power to vote for the sale, transfer or other
disposition of the shares of Foodarama Common Stock only upon the unanimous
consent of all shareholders of the General Partner. On other matters not
involving the sale, transfer or other disposition of such shares, the shares of
Foodarama Common Stock held by the Partnership are voted as directed by the
individual shareholders of the General Partner in accordance with their
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respective ownership interests in the General Partner. Accordingly, the General
Partner votes 25,500 shares as directed by Thomas A. Saker on such other
matters.
In addition to his ownership interests in the General Partner, Richard J.
Saker, Joseph J. Saker, Jr. and Thomas A. Saker are the beneficiaries of the
trust which owns a 99% interest in the Partnership (the "Limited Partner").
Thus, each of Richard J. Saker, Joseph J. Saker, Jr. and Thomas A. Saker also
has an indirect interest in the Foodarama Common Stock held by the Partnership
by reason of their respective beneficial interests in the Limited Partner. Their
beneficial interests in the Limited Partner are in identical proportion to their
ownership interests in the General Partner. Thomas A. Saker disclaims beneficial
ownership of shares held by the Limited Partner in excess of his pecuniary
interest therein.
(b) The number of shares of Common Stock as to which there is sole power
to vote or to direct the vote, shared power to vote or to direct the vote, sole
power to dispose or direct the disposition, or shared power to dispose or direct
the disposition, for the Reporting Person is set forth in the cover page and
such information is incorporated herein by reference.
(c) Except as set forth in Item 3 above, Mr. Saker has had no
transactions in the class of securities reported herein during the past 60 days.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
the Securities of the Issuer
Mr. Saker intends to designate Messrs. Joseph J. Saker, Sr. and Richard J.
Saker as his proxy for the purpose of voting his shares at the Company's Annual
Meeting of Shareholders to be held on April 30, 2003. In addition, Mr. Saker
intends to direct the corporate general partner of the Partnership to designate
Messrs. Joseph J. Saker, Sr. and Richard J. Saker as its proxy for the purpose
of voting 25,500 of the Partnership's shares at the Company's Annual Meeting of
Shareholders to be held on April 30, 2003.
Article V Section 3 of the Amended and Restated Certificate of
Incorporation of the Saker Family Corporation requires the unanimous approval of
its shareholders, namely Richard J. Saker, Joseph J. Saker, Jr., and Thomas A.
Saker, for directing the Saker Family Corporation, in its capacity as general
partner of the Partnership, to approve the transfer or other disposition of the
shares of the Company's Common Stock held by the Partnership, or to vote in
favor of the consolidation, merger or other reorganization of the Company, or
the sale of all or substantially all of its assets.
Item 7. Material to be Filed as Exhibits
The Purchase and Sale Agreement dated as of February 13, 2003 and
evidencing the transaction which is the subject of this report is attached
hereto as Exhibit A.
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SIGNATURE
After reasonable 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: February 19, 2003
/S/Thomas A. Saker
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Thomas A. Saker
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Exhibit A
PURCHASE AND SALE AGREEMENT
This Agreement (the "Agreement") is made and entered into as of February
13, 2003 among DGJ George Trust, a trust organized under the laws of the State
of New Jersey ("George Trust"), DGJ Deborah Trust, a trust organized under the
laws of the State of New Jersey ("Deborah Trust"), and DGJ Judith Trust, a trust
organized under the laws of the State of New Jersey ("Judith Trust and
collectively with George Trust and Deborah Trust, the "Sellers"), and Thomas A.
Saker, an individual (the "Buyer") and an employee of Foodarama Supermarkets,
Inc., a New Jersey corporation (the "Company").
WHEREAS, Buyer desires to purchase and Sellers desire to sell an aggregate
of ten thousand four hundred (10,400) shares of Common Stock (the "Shares") of
the Company;
NOW, THEREFORE, in consideration of the mutual covenants, agreements and
understandings herein contained, the parties hereto agree as follows:
1. Purchase and Sale.
1.1. For and in consideration of the Purchase Price being paid to George
Trust simultaneously herewith as provided in Section 1.4, George Trust
does hereby irrevocably sell, assign, transfer and set over all of its
right, title and interest in and to Two Hundred Sixty-Six (266) Shares to
the Buyer.
1.2. For and in consideration of the Purchase Price being paid to Deborah
Trust simultaneously herewith as provided in Section 1.4, Deborah Trust
does hereby irrevocably sell, assign, transfer and set over all of its
right, title and interest in and to Five Thousand Sixty-Seven (5,067)
Shares to the Buyer.
1.3. For and in consideration of the Purchase Price being paid to Judith
Trust simultaneously herewith as provided in Section 1.4, Judith Trust
does hereby irrevocably sell, assign, transfer and set over all of its
right, title and interest in and to Five Thousand Sixty-Seven (5,067)
Shares to the Buyer.
1.4. For and in consideration of the sale, assignment and transfer of the
Shares to Buyer as provided herein, simultaneously herewith Buyer is
paying an amount equal to (a) Six Thousand One Hundred Eighteen Dollars
($6,118) to George Trust, (b) One Hundred Sixteen Thousand Five Hundred
Forty-One Dollars ($116,541) to Deborah Trust and (c) One Hundred Sixteen
Thousand Five Hundred Forty-One Dollars ($116,541) to Judith Trust
(collectively the "Purchase Price"), by wire transfer of immediately
available funds.
1.5. Settlement shall be through Depository Trust Company ("DTC"), if the
Shares are issued of record to DTC, in which such event Seller shall cause
accounts at DTC of Buyer's nominee set forth on Exhibit A to be credited
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with the Shares and Buyer shall cause the Purchase Price to be paid to the
Seller by either (a) certified check or (b) in immediately available funds
pursuant to the wire instructions set forth in Exhibit B.
2. Representations of Sellers. Each Seller represents and warrants to Buyer
the following:
2.1. Each Seller is a trust duly organized and validly existing under the
laws of the State of New Jersey.
2.2. Each Seller has full power and authority to execute, deliver and
perform its obligations under this Agreement, and to sell the Shares to
the Buyer.Neither the execution, delivery and performance of this
Agreement nor the sale of the Shares to the Buyer has resulted, or will
result, in any breach of any provision of, or constitute a default (or an
event of which with or without notice or lapse of time, or both, would
constitute a default) under, the agreements or instruments under which it
was created or any agreement or instrument to which the Seller is a party
or by which Seller is bound, or, to each Seller's knowledge, any statute,
order, rule or regulation of any court or other governmental authority
applicable to it.
2.3. This Agreement has been duly and validly authorized, executed and
delivered and constitutes the legal, valid and binding obligations of each
of the Sellers, enforceable against each of the Seller, in accordance with
its terms.
2.4. No Seller has pledged, encumbered, assigned, transferred, conveyed,
disposed of or terminated, in whole or in part, any of its right, title
and interest in or to the Shares or suffered to exist any liens on such
right, title and interest, and each Seller owns, beneficially and of
record, the Shares free and clear of any adverse claims, including,
without limitation, any liens, charges and other encumbrances
(collectively "Liens"). Further, each Seller shall deliver to Buyer the
Shares it is selling hereunder free and clear of any Liens.
2.5. Each Seller (or its predecessor) is and has been at all times for
more than two years prior to the date hereof the beneficial owner of the
Shares.
2.6. Each Seller acknowledges receipt of the Company's Annual Report on
Form 10-K for the fiscal year ended November 2, 2002.
3. Representations and Warranties of the Buyer. Buyer hereby represents and
warrants to the Seller as follows:
3.1. Buyer has full power and authority to execute, deliver and perform
his obligations under this Agreement. Neither the execution, delivery and
performance of this Agreement has resulted, or will result, in any breach
of any provision of, or constitute a default (or an event of which with or
without notice or lapse of time, or both, would constitute a default)
under the Company's Certificate of Incorporation or bylaws any agreement
or instrument to which the Buyer is a party or by which it is bound, or
any statute, order, rule or regulation of any court or other governmental
authority applicable to it.
3.2. This Agreement has been duly and validly authorized, executed and
delivered and constitutes the legal, valid and binding obligations of the
Buyer, enforceable against the Buyer, in accordance with its terms.
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3.3. Buyer is a sophisticated investor and is purchasing the Shares for
his own account and not with a view to or for sale or distribution thereof
that would be in violation of the Act. In that regard, Buyer is an
employee of the Company and, as such, has access to material information
with respect to the Company's operations, prospects and/or financial
condition and acknowledges and understands the risks inherent in an
investment in the Shares. Buyer further acknowledges that the Buyer has
conducted its own investigation, to the extent that the Buyer has
determined necessary or desirable regarding the Company, and that the
Buyer has determined to enter into and complete this transaction based on,
among other things, such investigation and information.
3.4. The Shares were not offered or sold to the undersigned by any form
of general solicitation or general advertising.
3.5. Buyer represents that the purchase of the Shares does not violate
any law or regulation applicable to him or the Company.
4. Indemnification. Buyer agrees to indemnify and hold each Seller and its
members, employees, trustees, beneficiaries and agents (each a "Seller
Party") harmless from and against any and all claims, liabilities, losses,
damages or expenses, including reasonable attorney fees (collectively,
"Damages") related to or arising out of any claims, actions or proceedings
(collectively "Actions") asserted by a third party as a result of the
execution and performance of this Agreement by Buyer, except that the
obligation to provide indemnity under this Section 4 shall not apply with
respect to any Damages sustained or Actions instituted which result or
arise from (a) any act heretofore or hereafter taken by a Seller Party
that is not required or contemplated by this Agreement, (b) any agreement
or instrument to which a Seller Party is a party or by which a Seller
Party is bound or (c) any breach by any Seller of any of the
representations, warranties or covenants set forth in this Agreement.
5. Miscellaneous.
5.1. Survival. All representations, warranties, and covenants made by the
parties hereto shall be considered to have been relied upon by the parties
hereto and shall survive the execution, performance and delivery of this
Agreement and all other documents contemplated herein.
5.2. Successors and Assigns. This Agreement shall inure to the benefit of
and be enforceable by, and shall be binding upon and enforceable against,
the respective parties hereto and their successors and assigns.
5.3. Costs and Expenses. Except as otherwise expressly provided for
herein, each party to this Agreement shall bear his or its own costs and
expenses, including but not limited to attorney's fees and expenses, in
connection with the preparation, review and execution of this Agreement.
5.4. Governing Law. This Agreement shall be construed in accordance with
and be governed by the internal laws of the State of New Jersey without
reference to conflict of laws principles.
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5.5. Specific Performance. Buyer and Seller each acknowledges that damages
would be an inadequate remedy for breach of this Agreement and that Buyer
and Seller, respectively, shall each be entitled to specific performance
and other equitable relief in addition to other applicable remedies.
5.6. Counterpart Execution. This Agreement may be executed in two or more
counterparts, each of which shall constitute an original, but when taken
together, shall constitute one and the same instrument. In the event that
any signature is delivered by facsimile transmission, such signature shall
create a valid and binding obligation of the party executing (or on whose
behalf such signature is executed) the same with the same force and effect
as if such facsimile signature page were an original thereof.
5.7. Integration. This Agreement constitutes the entire agreement and
understanding between the parties hereto with respect to the subject
matter hereof and supersedes all prior agreements, understandings or
representations pertaining to the subject matter hereof, whether oral or
written.
5.8. Interpretation. Each of Seller and Buyer acknowledge and agree that
they have been represented by or had the opportunity for representation of
counsel in connection with the matters contemplated hereby and further
that this Agreement shall not be construed either for or against either
party by reason of its preparation.
5.9. Further Assurances. Each of Seller and Buyer agree to execute and
deliver to the other party hereto such additional documents or instruments
as such other party may reasonably request in order to fully effect the
purposes and intent of, and the transactions contemplated by, this
Agreement.
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IN WITNESS WHEREOF, the parties hereby execute this Agreement as of the
date first written above.
"SELLERS"
DGJ George Trust
By:______________________________
Name: Sidney Souter
Title: Trustee
DGJ Deborah Trust
By:______________________________
Name: Sidney Souter
Title: Trustee
DGJ Judith Trust
By:______________________________
Name: Sidney Souter
Title: Trustee
"BUYER"
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Thomas A. Saker