Penn Traffic Co. (fka PTFCQ)

[Mukphly]

Repost of links do to problems w/ previous ones not working.

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[ctine2020]

What is that Muk? I can only see the 2nd image that you reposted.

[Mukphly]

redo on pg1 side2

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[Mukphly]

I got this in the mail this morning. Anyone else get one yet?

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[rbb]

yup...wish it wasn't trading on the gray sheets,,,I think more people would be buying the speculation.

[Mukphly]

This thing could go to dollar land so freaking easy.

[rbb]

our SS is also 12X smaller

[nerachal]

Yes, only as an example !!!! May the Honorable Judge Walsh remember ALL the shareholders and "do the right thing" this month !!!!!

[Mukphly]

Do you mean this as an example of what could happen w/ us, for it is a different company's case.(FGOCQ) Our NOL is twice the size of theirs & bigger is most definitely better in this situation.

Man I hope this pays off for all us that have been here for freaking ever.(Feb.3,2010 when I first bought in)

[nerachal]

Ditto........guess we will find out on the 27th ...or before?

[rbb]

that's exactly what I'm looking for.

[redman_usmc]

Great job, let the speculation begin on share value......

[nerachal]

Could this be us......in the month of October??????

http://investorshub.advfn.com/boards/read_msg.aspx?message_id=55034096

[nerachal]

FYI....anyone have thoughts on this?

http://thedailyreview.com/news/business/penn-traffic-chapter-11-plan-has-oct-27-confirmation-date-1.1018151

[nerachal]

FYI....shoulda been a lawyer !!!!!!!

http://www.faqs.org/sec-filings/100827/PENN-TRAFFIC-CO_8-K/v195407_ex99-1.htm

[kajulie]

8K out

PENN TRAFFIC CO FILES (8-K) Disclosing Other Events, Financial Statements and Exhibits Edgar Online    "Glimpses "
Item 8.01. Other Events

As previously disclosed, on November 18, 2009 , The Penn Traffic Company (the "Company"), and each of its direct and indirect subsidiaries, including Penny Curtiss Baking Company, Inc. ("PCBC") and Big M Supermarkets, Inc. (together with the Company and PCBC, the "Debtors") filed voluntary petitions (the "Chapter 11 Petitions") for relief under Chapter 11 of the United States Bankruptcy Code (the "Bankruptcy Code") in the United States Bankruptcy Court for the District of Delaware (the " Bankruptcy Court "). The Debtors are continuing to manage their properties as "debtors-in-possession" under the jurisdiction of the Bankruptcy Court and no trustee or examiner has been appointed in the Company's case. The Company currently believes that after the Company's repayment of its creditors to the extent it has available funds, none of its assets will remain available for distribution to its stockholders. The Company intends to propose and have its Chapter 11 plan of liquidation confirmed by the Bankruptcy Court later in 2010.

On August 26, 2010 , the Debtors filed their monthly operating report for the month ended July 31, 2010 (the "Monthly Operating Report") with the Bankruptcy Court . The Monthly Operating Report is attached hereto as Exhibit 99.1 and is incorporated herein by reference. This current report (including the exhibit hereto) shall not be deemed an admission as to the materiality of any information required to be disclosed solely by Regulation FD.

Additional information regarding the Debtors' bankruptcy cases, including access to court documents and other general information, is available to the public at http://www.donlinrecano.com/cases/caseinfo/penn3. Information contained on, or that can be accessed through, this website is not part of this report.

Limitation on Incorporation by Reference

In accordance with General Instruction B.2 of Form 8-K, the information with respect to the Debtors in this Item 8.01 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Cautionary Statement Regarding Financial and Operating Data

The Company cautions investors and potential investors not to place undue reliance upon the information contained in the Monthly Operating Report, which was not prepared for the purpose of providing the basis for an investment decision relating to any of the securities of the Company.

The Monthly Operating Report contains unaudited financial information which has not been reviewed by independent accountants and is in a format prescribed by applicable bankruptcy laws. The financial information related to the Debtors included in the Monthly Operating Report is limited in scope, and has been prepared solely for the purpose of complying with the monthly reporting requirements of the Office of the United States Trustee , Region 3, and the Bankruptcy Court . As a result, the financial information contained in the Monthly Operating Report is not presented in accordance with generally accepted accounting principles ("GAAP") or Securities and Exchange Commission ("SEC") regulations applicable to financial statements contained in periodic reports filed with the SEC . Preparation of the Debtors' financial statements in accordance with GAAP could result in material reconciliations and adjustments to certain financial information presented in the Monthly Operating Report.

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There can be no assurance that, from the perspective of an investor or potential investor in the Company's securities, the Monthly Operating Report is complete.

The Monthly Operating Report contains information for periods that are shorter or otherwise different from those required in the Company's reports pursuant to the Exchange Act, and such information might not be indicative of the Company's financial condition or operating results for the period that would be reflected in the Company's financial statements or in its reports pursuant to the Exchange Act. Results set forth in the Monthly Operating Report should not be viewed as indicative of future results.

Cautionary Statement Regarding Forward-Looking Statements

This current report on Form 8-K and exhibit hereto contain forward-looking statements. Actual results may differ materially from the results suggested by these forward-looking statements, for a number of reasons, including, but not limited to (i) the impact of the Debtors' bankruptcy filings, (ii) illiquidity of the Company's securities and the volatility of the Company's share prices, (iii) the impact of the actions and decisions of the Company's creditors and other third parties with interests in the Bankruptcy Petitions, (iv) asset impairments, asset dispositions, restructuring activities, contract terminations and rejections and claims assessments that may significantly impact the Company's consolidated financial statements and (v) any inability on the part of the Company to retain and motivate management and key employees. Readers are referred to the Company's Quarterly Report on Form 10-Q filed on December 21, 2009 , and Annual Report on Form 10-K, filed on April 21, 2009 , and the other documents filed by the Company with the Securities and Exchange Commission , which further identify the important risk factors that could cause actual results to differ materially from the forward-looking statements in this current report on Form 8-K and the exhibit hereto. The Company disclaims any obligations to update any forward-looking statements.

Item 9.01 Financial Statements and Exhibits.

Exhibit No. Exhibit 99.1 Monthly Operating Report for the month ended July 31, 2010 , filed with the United States Bankruptcy Court for the District of Delaware .

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[redman_usmc]

Is it normally for this to take more than a year?

[Mukphly]

Got a (very)partial fill. Damn trading fee quadrupled my PPS....lol. If it falls our way I will be grateful for these late cheepies.

If you sell 1500 shares at .002 you get $3.00, but subtract brokers cost you come out worse off then if you just would have kept them. So why would someone do this?

[redman_usmc]

Thanks................

[nerachal]

Info from the FTC website...

http://www.ftc.gov/os/caselist/1010074/index.shtm

[nerachal]

Ameritrade streamer @ 1pm

[redman_usmc]

Where did you get that info, is there a link?

[nerachal]

Interesting little tidbit of news.

FTC Order Requires Tops Markets To Sell 7 Penn Traffic Supermarkets

[nerachal]

FYI.....Form 8-K
http://www.faqs.org/sec-filings/100802/PENN-TRAFFIC-CO_8-K/v192143_ex99-1.htm

[redman_usmc]

yeah, I have had a bid in at .01 (5000 shares) for 4 weeks and nothing has hit, it is a weird one alright......... That is an amazing 50 bucks I am willing to spend to see if I can even move this but, I can not seem to get a hit....

I do not even see it on the Level 2 screen..........

twilight zone stock trading..........

[Mukphly]

A trade went through for 337 shares at a cost of .001 each. That's a whopping 34 cent trade (plus broker cost of course) & to boot I had a bid in
for twice that price & they sold them to someone else for half of what I was offering. Not bitching (well OK I am a little) just letting you know of it.

[pumpnass]

if the plan follows through where do you see this going to

[Mukphly]

This thing is far from dead. I know I still have a buy order in trying to nab some late cheepies, for this is a play that still has allot going for it IMO, & the payoff could be huge if it pans out. GLTA

[sliencedogood2010]

The court has not approved of the plan as of yet. It has been rescheduled for September. In the plan it does not say that the Shares will be liquidated. In fact it sheds some light on the operation as a whole.

According to the last 8K dated 30 Jun 2010, Penn traffic has over 28 million dollars in cash (next to the last page). The 87 million dollars from the selling of assets (stores) is being held in escrow for future payment and receiving massive interest.

The total outstanding debt is just over 76 million dollars (going off court records). In each 8K Penn Traffic has been paying down those debts with the operation cash from cointinued operations, not the monies received from selling stores. This is good news. Lets see if there is anymore good news.

Lets go over a few details to this plan.


1. We are in class 4. under the BK plan it states we will not be reimbursed under this plan. Case in point. Shares are the last reference to liqidate to satisfy the debt. Real property (sell of stores) will first be exhausted to satisfy the debt. If this fails to payoff all debt, cash holdings will be next. last will be the liquidation of shares to pay off creditors with claims. Under every Chapter 11 restructuring plan the shareholders are the last if any to get compensated. This is only standard boilerplate lawyer speak in all BK proceedings. Under this plan there is no plan to liquidate the companies but to recombine them back into Penn Traffic PTFC. See below

4.4 Treatment of Equity Interests (Class - 4).
On the Effective Date, the Equity Interests in the Debtors shall be canceled and extinguished, and the holders thereof shall not be entitled to receive any Distributions on account of such Equity Interests. On the Effective Date, the Debtors shall issue a single Equity Interest to the Plan Administrator.

And the consolidation of equities into one debtor

6.2 Substantive Consolidation of the Debtors.
(a) On the Effective Date, the Debtors shall be deemed to be substantively consolidated. Any claim
against one or more of the Debtors shall be treated as a single claim against the consolidated estate of the Debtors
and shall be entitled to a distribution under this Plan by the Plan Administrator only with respect to such single
claim. However, the substantive consolidation provided for herein, shall not affect the obligation of each and every
one of the Debtors under 28 U.S.C. § 1930(a)(6) until that Debtor’s particular Bankruptcy Case is closed or
dismissed.
(b) Unless the Bankruptcy Court has ordered substantive consolidation of the Bankruptcy Cases before the Confirmation Hearing, the Plan will serve as, and will be deemed to be, a motion for entry of an order substantively consolidating the Bankruptcy Cases. If no objection to substantive consolidation is timely filed and served by any holder of an Impaired Claim or Equity Interest on or before the deadline for submitting objections to the Plan or such other date as may be established by the Bankruptcy Court, an order approving substantive
consolidation (which may be the Confirmation Order) may be entered by the Bankruptcy Court. If any suchobjections are timely filed and served, a hearing with respect to the substantive consolidation of the Bankruptcy Cases and the objections thereto will be scheduled by the Bankruptcy Court, which hearing may, but is not required to coincide with the Confirmation Hearing.(c) The Debtors reserve the right at any time up to the conclusion of the Confirmation Hearing to
withdraw their request for substantive consolidation of these Bankruptcy Cases, to seek Confirmation of the Plan as
if there were no substantive consolidation, and to seek Confirmation of the Plan with respect to one Debtor even if
Confirmation with respect to the other Debtors is denied or delayed.

Does this mean when the BK is over in october we start trading? I can only speculate that PTFC will lose the Q and restructure the business plan with the companies they consolidate.

I am e-mailing the litigators to clarify paragraph 4.4. It reads as equity interest is to be cancelled and only one equity interest shall be deemed intact. I believe that if you read the 8K it states penn traffic consolidated as an entity on financials. Since they have consolidated as stated in Paragraph 6.2, it is safe to assume that the single equity interest that will be intact is PTFC. When this single equity interest is handed over to the administrator it can start trading again as long as a 211c is sent to the Market makers and the SEC to resume trading.

In My Opinion, this plan reads as that those with equity interest in the subsidiary companies will lose.

court case Address: http://www.donlinrecano.com/dr201/penn3/Consolidated%20Chapter%2011%20Plan%20of%20the%20Debtors.pdf

[sal32647]

Their going to have to do something with the shell, sooner or later. The shell is worth something, especially with the NOL. Their not going to just discard it. One thing I don't understand is why it's not trading while they figure what to do with it.

[nerachal]

LOL..........Amen to that !!!! All we need now is some entity taking the Penn shell to that 120+ bagger!!!

[Mukphly]

The hound on the left must be in mourning, w/ Mr. Steinbrenner's passing.

Even as an ardent Red Sox fan of 3/4 of my 45 years, I will miss him. It won't be the same hating the Yankees w/o him.

He took an $8M 1973 purchase & turned it into a billion dollar empire (120+ bagger), & did it w/o diluting his personality or stubbornness one iota.

RIP Mr. Steinbrenner

[nerachal]

And do we know if that has ever been done? How are you doing? Having a good summer?

[righty]

I find that difficult to conceive.

A better question is...has any judge ever done that before....ie: cancelled previously issued shares via a previous bk hearing?

[nerachal]

Another FYI, Sent an e-mail to David Robinson at the Buffalo News to see what he might know, this is his response to my e-mail.
My E-mail......
Hello David,
Great article and enjoy your work. Have a qustion for you regarding Tops Markets. It looks as though they may be going public soon? Was curious if you have heard anything relative to them using the Penn Traffic Shell in order to do that? My understanding is that there are significant NOL's that are available to use with this shell.....like $85mm.
Any thoughts on that and thanks in advance.His response.....
I didn’t see anything about NOLs in the SEC filing, but it was 364 pages long, and I may have missed it. I don’t think they’ll be going public right away, but I wouldn’t be at all surprised to see them do it within the next two years, market conditions notwithstanding.

Anyone find it hard to believe the court would dismiss all the shares that were given as payment to all those companies from the prior bankruptcy?

[Mukphly]

Plus they already got in bed w/ the 'dirty girl' when they bought & took over many of their stores. I mean if you want public association, that is a lot more so then taking over the shell would be. I mean most everyone goes shopping, but very few would ever buy the stock.

My perspective is far from objective, owning A 150,000 shares as I do at an avg. of .03 per, but damn it sure looks like Tops decision makers missed a very lucrative path to a destination that they by all appearances are wanting to get to.

Frustrating as hell, & not knowing why they aren't utilizing it just compounds it.

[righty]

You said it......this was the subject of much debate among a number of colleagues of mine about 2 months ago.

1 is a business broker
second is an attorney
the third and fourth are fellas with masters in BA

all of which have studied this scenario and are pretty much up to date on the happenings...(much more than me admittedly)

I have not had the chance to revisit in the last 6-8 weeks, but at last count...NOBODY could reasonably fathom, much less explain why they would avoid availing themselves of the nol's here.

YET....HERE WE ARE...somehow I get the feeling there's more to this than meets the eye, especially after having read this article from buffalo news yesterday. It COULD be the dirty girl syndrome, what with penn's soily undergarments and all. but if that's all it is....jeeeezaz murphy boy's ....grow up and slap on a couple condoms (lawyer up), pour that bitch a glass of CHEAP warm wine, CLOSE YOUR EYEY'S and pull a paper sack over her head, cuz there ain't a clean whore anywhere in NY state.

Whoever spoke to darrington should revisit and ask him, just what the f%^& these fellas are thinking? I mean hey...if they have no intention of availing the nol's...and are a private company....then explaining exactly the compunction, and reasoning behind such a lame brained idea, should be a no-brainer!!

[Mukphly]

They are preparing to go public, have a shell that is tailor made for them with at least 85 million in nols that come w/ it, & yet they may go another direction.

Decisions like this make easy to understand how these grocery chains go broke.

[righty]

no....impossible for them to avail the nol's without having filed for the takeover of the shell.

I am quite surprised they have not made amove on these nol's via the shell.

They are now reporting financials and filing with the commission if I read this correctly.

Walking like a duck , talking like a duck, what the hell?

It's theirs for the taking and they choose not to?

Not throwing in the towel yet but I ain't buying the farm either.

Waiting for the fat lady (judge) to sing now.

[Mukphly]

Do you think the $13M tax break they mention has anything to do with the PTFCQ NOL?

The way the statement reads they are attributing the $13.7M tax charge to the Penn store acquisition & not the tax credit.

______________________________________________________________
______________________________________________________________

....The company also booked a $13.3 million income tax benefit, reversing a $13.7 million tax charge from last year that was related to the Penn Traffic acquisition....

There should be a comma after the word year if they meant to attribute the $13.3M tax credit to the Penn stores acquisition. I added the red comma in the sentence below to help show what I mean.

....The company also booked a $13.3 million income tax benefit, reversing a $13.7 million tax charge from last year, that was related to the Penn Traffic acquisition....

______________________________________________________________
______________________________________________________________
I do not know that it makes a difference to us one way or the other, it's just the part of the statement that caught my attention.

[righty]

“It really is a continuation of what we started last fall.” Kevin Darrington, Tops’ senior vice president and chief financial officer

Tops reveals exchange of debt
Move will allow broader ownership
By David Robinson
NEWS BUSINESS REPORTER
http://www.buffalonews.com/2010/07/14/1112475/tops-reveals-exchange-of-debt.html
Published: July 14, 2010, 12:30 am

Tops Markets is exchanging its $350 million in high-yield bonds in a move that will make the supermarket company’s debt available to a wider pool of investors.

The plans for the debt exchange, revealed this week in a filing with the U. S. Securities and Exchange Commission, would not reduce the company’s interest expense or increase its overall borrowings.

But by exchanging the debt it issued in two separate offerings since last October, Tops will meet the requirements for broader ownership among investors and also mandate that it meet the more detailed financial reporting standards set for publicly traded companies.

“It really is a continuation of what we started last fall,” said Kevin Darrington, Tops’ chief operating officer and chief financial officer.

The filing also offers the first extensive glimpse into Tops’ finances, which were not disclosed publicly in any detail with the initial October 2009 debt offering.

The company’s sales last year were essentially flat, at $1.7 billion, while its losses more than doubled to $25.7 million from $10.9 million in 2008. While the company succeeded in reducing its selling and general expenses by 10 percent, its interest costs swelled by 10 percent to $48 million, and the company had a $5 million income tax bill, rather than the $6 million credit it had in 2008.

The company returned to profitability during the first 16 weeks of this year, earning $12 million, compared with a loss of $2.9 million during the same period last year.

Tops’ sales swelled by 32 percent during the first 16 weeks of this year, jumping to $665 million from $506 million a year earlier, mainly because of the acquisition of 79 former Penn Traffic stores. Grocery sales at stores open at least a year fell by 0.7 percent, primarily due to lower prices.

Overall revenues from grocery sales grew by 31 percent because of the Penn Traffic acquisition. Gasoline revenues swelled by 46 percent as fuel prices spiked. The number of gallons of gasoline sold at Tops was relatively flat, even though the company opened three additional fueling stations during the course of the year.

The company booked a $21 million gain that reflects the value of the assets it acquired in the Penn Traffic purchase, above the $85 million purchase price. That was mostly offset by $19.4 million in expenses related to the integration of the Penn Traffic stores.

Tops had an operating loss of $2.9 million. The company also booked a $13.3 million income tax benefit, reversing a $13.7 million tax charge from last year that was related to the Penn Traffic acquisition.

Tops issued the $350 million in debt in two installments over the last nine months. The biggest portion of the debt —$275 million — was issued in October. Tops sold another $75 million in debt — at the same 10.125 percent coupon rate and the same 2015 maturity date — in February, following the Penn Traffic acquisition.

Morgan Stanley Capital Partners owns a 72 percent stake in the 126-supermarket chain, with HSBC Private Equity Advisors owning 20 percent of the company. Tops President Frank Curci, who was paid $965,531 last year, owns less than half of a percent of the firm.

The financing also gives the Amherst-based supermarket chain some flexibility to pay down that debt in the coming years by selling stock.

The terms of the bond offering allows Tops to mount a stock offering that it could use to pay off some of its bond debt with the money it raised through an equity sale. A stock sale also would provide a way for Tops’ current owners, led by private-equity firm Morgan Stanley Capital Partners, to cash out of its investment in the supermarket chain.

The new bonds that investors would receive under the exchange would allow Tops to redeem up to $122 million of the bonds before mid-October 2012 by using the proceeds from a stock offering, provided the company pays investors a 10 percent premium to the bonds’ principal.

Redeeming the bonds would become less costly as time goes on. The premium Tops would have to pay for calling the bonds early drops to slightly more than 5 percent in mid-October 2012 and then falls to 2.5 percent in October 2013, before being eliminated entirely in October 2014.

“You would not have entered into this deal if the plan was to call these bonds,” Darrington said.

e-mail:[e-mail]

[vog-very old geezer]

Lets check this huge investment.

830 shares at .005 + $ 4.15 plus broker fees.

A buck here, a buck there,

pretty soon you're talking big money.

It was fun though.

Happy investing all. the old geezer.

[Mukphly]

What i this, a sign of possible life? An actual trade showing of 830 at 1/2 a penny. Man, if this thing got of the mat & did something, well lets not get ahead of myself here.

[dankbud]

are you kidding me.. i can even sell this crap at .0001

[Iron Maiden]

Request your certs ...when they show up ...roll them into a big doobie and light up...lol

Garbagio....

[dankbud]

wha happens to our shares then? they just go poof?
at this point in the game, i just dontw ant to get stuck with any fees or fines, or be liable for something PTFC did. losing money i can handle... (as sad as that is), but being responsible for soemthing i had nothing to do with, i am not cool with. So you are saying that it basically just talks about the court ruling and if we get money? To that, i have to ask, how would we get money, or what for? Is that price reflected upon the number of shares we own?

If the court rules against our favor.. then what?

[nerachal]

Yes I did and it has to do with The Plan that Penn submitted to the court for approval. Bottom line....court "approves" The Plan....we as shareholders get zero !!!!! Only hope I see is that the court does not approve The Plan and shareholders get something down the road. Not holding my breath !!!!

[dankbud]

did you receive a letter in the mail about PTFC declaring BKruptcy? Just trying to make sure shareholders wont be held liable for anything. There is a section in there saying:

"your rights may be affected. you should read the plan, the disclosure stateent, and the motion carefully and discuss these documents with your attorney."

sigh

[nerachal]

Still do and have too many, thanks anyway !!!! LOL

[dankbud]

Nerachal, do you still own shares of PTFCQ/Do you want some more?