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)
Joseph J. Saker, Jr. , 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
Joseph J. Saker, Jr.
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 sons, and Mr. Saker disclaims any beneficial
interest in 2,754 |X| shares held in trust for the benefit of his
sons. Also, Mr. Saker expressly disclaims the existence of a group
between himself and his brothers, Messrs. Richard J. Saker and
Thomas A. Saker, 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 58,595
BY EACH REPORTING ------------------------------------------------------------
PERSON WITH 8 SHARED VOTING POWER
0
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9 SOLE DISPOSITIVE POWER
33,095
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10 SHARED DISPOSITIVE POWER
85,000
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 118,095
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)
12.0%
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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) Joseph J. Saker, Jr.
(b) Address: c/o 922 Highway 33, Building 6, Suite 1, Freehold, New
Jersey 07728.
(c) Senior Vice President, Marketing and Advertising , 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.
4
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 118,095 shares, or
approximately 12% 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 2,754 shares which are held in two trusts for Mr. Saker's sons, of
which Mr. Saker is the trustee. Mr. Saker disclaims beneficial ownership of the
shares described in the preceding sentence.
This amount also 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
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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 respective ownership interests in the General
Partner. Accordingly, the General Partner votes 25,500 shares as directed by
Joseph J. Saker, Jr. 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. Joseph J. Saker, Jr. 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
Each of Mr. Saker and the trusts that hold shares for the benefit of
Mr. Saker's sons intend to designate Messrs. Joseph J. Saker, Sr. and
Richard J. Saker as their proxy for the purpose of voting their 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.
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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.
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/ Joseph J. Saker, Jr.
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Joseph J. Saker, Jr.
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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 Hilton Realty Co., LLC, a New Jersey limited liability company
("Hilton"), DGJ George Trust, a trust organized under the laws of the State of
New Jersey ("George Trust" and collectively with Hilton, the "Sellers"), and
Joseph J. Saker, Jr., an individual (the "Buyer") and an officer 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 Hilton
simultaneously herewith as provided in Section 1.3, Hilton does hereby
irrevocably sell, assign, transfer and set over all of its right, title
and interest in and to five thousand six hundred (5,600) Shares to the
Buyer.
1.2. For and in consideration of the Purchase Price being paid to George
Trust simultaneously herewith as provided in Section 1.3, George Trust
does hereby irrevocably sell, assign, transfer and set over all of its
right, title and interest in and to four thousand eight hundred (4,800)
Shares to the Buyer.
1.3. For and in consideration of the sale, assignment and transfer of the
Shares to Buyer as provided herein, simultaneously herewith Buyer is
paying to Hilton an amount equal to One Hundred Twenty-Eight Thousand
Eight Hundred Dollars ($128,800) and is paying to George Trust an amount
equal to One Hundred Ten Thousand Four Hundred Dollars ($110,400)
(collectively the "Purchase Price"), by wire transfer of immediately
available funds.
1.4. Settlement shall be through Depository Trust Company ("DTC"), if the
Shares are issued of record to DTC, in which such event each Seller shall
cause accounts at DTC of Buyer's nominee set forth on Exhibit A to be
credited with the applicable number of Shares and Buyer shall cause the
applicable portion of the Purchase Price to be paid to each of the Sellers
in immediately available funds pursuant to the wire instructions set forth
in Exhibit B.
2. Representations of Seller. Each Seller represents and warrants to Buyer
the following:
2.1. Hilton is a limited liability company duly organized, validly
existing and in good standing under the laws of the State of New Jersey.
George Trust 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 it is
8
selling 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, Hilton's certificate of formation or
operating agreement, or the agreements or instruments under which George
Trust was created, or any agreement or instrument to which either Seller
is a party or by which it 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 Sellers, in accordance
with its terms.
2.4. Neither 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 it is selling hereunder or
suffered to exist any liens on such right, title and interest, and each
Seller owns, beneficially and of record, the Shares it is selling
hereunder 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 it is selling hereunder.
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 Sellers 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 or 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.
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 officer
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
9
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 taken hereafter 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.
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.
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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 validated 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.
IN WITNESS WHEREOF, the parties hereby execute this Agreement as of the
date first written above.
"SELLERS"
Hilton Realty Co., LLC
By:______________________________
Name:Jeffrey H. Sands
Title:Managing Member
DGJ George Trust
By:______________________________
Name: Sidney Souter
Title: Trustee
"BUYER"
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Joseph J. Saker, Jr.