-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RNTegWSy8AFZnBcPiJXS56htQJKRAHM39rjuGRMmKUzzHPeHJORucG1ZwR9NokuJ Ep/EER3G6BbWj+xZcabwsA== 0001012975-06-000401.txt : 20061006 0001012975-06-000401.hdr.sgml : 20061006 20061006163215 ACCESSION NUMBER: 0001012975-06-000401 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20061006 DATE AS OF CHANGE: 20061006 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PENN TRAFFIC CO CENTRAL INDEX KEY: 0000077155 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-GROCERY STORES [5411] IRS NUMBER: 250716800 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-20957 FILM NUMBER: 061134290 BUSINESS ADDRESS: STREET 1: 1200 STATE FAIR BLVD CITY: SRYACUSE STATE: NY ZIP: 13221-4737 BUSINESS PHONE: 8145369900 MAIL ADDRESS: STREET 1: 1200 STATE FAIR BLVD CITY: SYRACUSE STATE: NY ZIP: 13221-4737 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BAY HARBOUR MANAGEMENT LC CENTRAL INDEX KEY: 0001049310 IRS NUMBER: 593418243 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 777 SOUTH HARBOUR ISLAND BLVD CITY: TAMPA STATE: FL ZIP: 33602 BUSINESS PHONE: 8132721992 MAIL ADDRESS: STREET 1: 777 SOUTH HARBOUR ISLAND BLVD CITY: TAMPA STATE: FL ZIP: 33602 SC 13D/A 1 e8834142v1.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)* THE PENN TRAFFIC COMPANY ------------------------ (Name of Issuer) COMMON STOCK, PAR VALUE $0.01 PER SHARE --------------------------------------- (Title of Class of Securities) 707832200 --------- (CUSIP Number) Bay Harbour Management, L.C. 885 Third Avenue, 34th Floor New York, New York 10022 (212) 371-2211 ------------------------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) SEPTEMBER 28, 2006 ------------------ (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 that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 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, as amended ("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). CUSIP No. 707832200 1 Names of Reporting Persons. Bay Harbour Management, L.C. I.R.S. Identification Nos. of above persons (entities only) -------------------------------------------------------------------------- 2 Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) |X| - -------------------------------------------------------------------------------- 3 SEC Use Only - -------------------------------------------------------------------------------- 4 Source of Funds (See Instructions) OO - -------------------------------------------------------------------------------- 5 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 Citizenship or Place of Organization Florida - -------------------------------------------------------------------------------- 7 Sole Voting Power ------------------------------------------------------ Number of 8 Shared Voting Power 681,857 ------------------------------------------------------ Shares Bene- 9 Sole Dispositive Power ------------------------------------------------------ ficially Owned 10 Shared Dispositive Power 681,857 ------------------------------------------------------ 11 Aggregate Amount Beneficially Owned by Each Reporting Person 681,857 - -------------------------------------------------------------------------------- 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] - ---------------------------------------------------------------------------- 13 Percent of Class Represented by Amount in Row (11) 8.4% - ---------------------------------------------------------------------------- 14 Type of Reporting Person (See Instructions) IA - ---------------------------------------------------------------------------- 2 ITEM 1. SECURITY AND ISSUER This Amendment No. 1 ("AMENDMENT NO. 1") to Schedule 13D amends and supplements the Statement on Schedule 13D originally filed on August 24, 2006, with respect to the Common Stock, par value $0.01 per share (the "COMMON STOCK") of The Penn Traffic Company, a Delaware corporation (the "ISSUER"). The address of the executive offices of the Issuer is 1200 State Fair Boulevard, Syracuse, New York, 13221-4737. Certain terms used but not defined in this Amendment No. 1 have the meanings assigned thereto in the Schedule 13D. The Schedule 13D is hereby amended and supplemented by this Amendment No. 1 as follows: ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION The source of the $1,882,011 used to purchase the Common Stock on September 28, 2006, the $3,277,742 used to purchase the Common Stock on October 5, 2006 and the funds used by the Reporting Person to make all previous purchases of the Common Stock were the following investment accounts managed on a discretionary basis by the Reporting Person: Trophy Hunter Investments Ltd. and certain other managed accounts. (collectively, the "FUNDS"). ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) As of the date of this Amendment No. 1, the Reporting Person beneficially owns 681,857 shares of Common Stock (the "SHARES"). The Reporting Person shares voting and dispositive power over such holdings with the Funds. As of October 6, 2006, the Shares represented 8.4% of the approximate total 8,072,572 shares of Common Stock outstanding as previously reported by the Issuer. None of the individual Funds owns a number of shares of Common Stock equal to or greater than 5% of such total Common Stock outstanding. (b) The Reporting Person and the Funds share voting and dispositive power over the 681,857 shares of Common Stock held directly by the Funds. (c) On September 28, 2006, the Reporting Person acquired, on behalf of the Funds, 129,188 shares of Common Stock in the OTC market for $14.568 per share. On October 5, 2006, the Reporting Person acquired, on behalf of the Funds, 252,134 shares of Common Stock in the OTC market for $13 per share. (d) Other than the Funds that directly hold the Shares, and except as set forth in this Item 5, no person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares. (e) Not applicable. ITEM 6. CONTRACTS, AGREEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER By virtue of the relationships between the Reporting Person and the Funds, as described in Item 2, the Reporting Person and the Funds may be deemed to be a "group" under the Federal securities laws. Except as otherwise set forth in this Schedule 13D, the Reporting Person expressly disclaims beneficial ownership of any of the shares of Common Stock beneficially owned by any of the Funds and the filing of this Statement shall not be construed as an admission, for the purposes of Sections 13(d) and 13(g) or under any provision of the Exchange Act or the rules promulgated thereunder or for any other purpose, that the Reporting Person is a beneficial owner of any such shares. 3 S I G N A T U R E 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. Date: October 6, 2006 Bay Harbour Management, L.C. /S/ Kurt Cellar ------------------------------------------ Name: Kurt Cellar Title: Partner 4 -----END PRIVACY-ENHANCED MESSAGE-----