-----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, RdaAC8FOVPphvGJ7iPH45aq3TpJFhpbfjxXqIta2d+jx2RIZ3yhoKgjsjMGwLu78 7+CwbLb2onsQCz/5r1TvbA== 0000950123-04-013521.txt : 20041112 0000950123-04-013521.hdr.sgml : 20041111 20041112152448 ACCESSION NUMBER: 0000950123-04-013521 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20041112 DATE AS OF CHANGE: 20041112 GROUP MEMBERS: LAMPE CONWAY & CO LLC GROUP MEMBERS: LC CAPITAL ADVISORS LLC GROUP MEMBERS: LC CAPITAL INTERNATIONAL LLC GROUP MEMBERS: LC CAPITAL PARTNERS LP GROUP MEMBERS: RICHARD F CONWAY GROUP MEMBERS: STEVEN G LAMPE FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LC CAPITAL MASTER FUND LTD CENTRAL INDEX KEY: 0001222051 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: C/O LAMPE CONWAY & CO LLC STREET 2: 730 FIFTH AVENUE STE 1002 CITY: NEW YORK STATE: NY ZIP: 10019-4105 BUSINESS PHONE: 2125818989 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PATHMARK STORES INC CENTRAL INDEX KEY: 0000095585 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-GROCERY STORES [5411] IRS NUMBER: 222879612 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-59707 FILM NUMBER: 041138869 BUSINESS ADDRESS: STREET 1: 200 MILIK STREET CITY: CARTERET STATE: NJ ZIP: 07008 BUSINESS PHONE: 9084993000 MAIL ADDRESS: STREET 1: 200 MILIK STREET CITY: CARTERET STATE: NJ ZIP: 07008 FORMER COMPANY: FORMER CONFORMED NAME: SUPERMARKETS GENERAL CORP DATE OF NAME CHANGE: 19930809 SC 13D 1 y68804sc13d.txt SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ---------------- SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (1) PATHMARK STORES, INC. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.01 - -------------------------------------------------------------------------------- (Title of Class of Securities) 70322A101 - -------------------------------------------------------------------------------- (CUSIP Number) Lampe, Conway & Co., LLC 680 Fifth Avenue Suite 1202 New York, New York 10019 (212) 581-8989 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 29, 2004 - -------------------------------------------------------------------------------- (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 Rule 13d-1(e), 13d-1(f) or 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 Rule 13d-7 for other parties to whom copies are to be sent. ---------- (1) 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 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. 70322A101 - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) LC Capital Master Fund, Ltd. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [x] 3. SEC USE ONLY 4. SOURCE OF FUNDS* WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 1,824,527 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 1,824,527 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,824,527 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_]* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.1% 14. TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 70322A101 - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) LC Capital Partners, LP 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [x] 3. SEC USE ONLY 4. SOURCE OF FUNDS* AF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 1,824,527 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 1,824,527 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,824,527 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_]* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.1% 14. TYPE OF REPORTING PERSON* PN, HC *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 70322A101 - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) LC Capital Advisors LLC 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [x] 3. SEC USE ONLY 4. SOURCE OF FUNDS* AF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 1,824,527 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 1,824,527 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,824,527 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_]* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.1% 14. TYPE OF REPORTING PERSON* OO, HC *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 70322A101 - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Lampe, Conway & Co., LLC 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [x] 3. SEC USE ONLY 4. SOURCE OF FUNDS* AF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 1,928,612 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 1,928,612 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,928,612 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_]* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.4% 14. TYPE OF REPORTING PERSON* OO, IV *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 70322A101 - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) LC Capital International LLC 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [x] 3. SEC USE ONLY 4. SOURCE OF FUNDS* AF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 1,824,527 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 1,824,527 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,824,527 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_]* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.1% 14. TYPE OF REPORTING PERSON* OO, IA *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 70322A101 - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Steven G. Lampe 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [x] 3. SEC USE ONLY 4. SOURCE OF FUNDS* AF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 1,928,612 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 1,928,612 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,928,612 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_]* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.4% 14. TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 70322A101 - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Richard F. Conway 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [x] 3. SEC USE ONLY 4. SOURCE OF FUNDS* AF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 1,928,612 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 1,928,612 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,928,612 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_]* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.4% 14. TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 70322A101 Item 1. Security and Issuer. The name of the issuer is Pathmark Stores, Inc., a Delaware corporation (the "Issuer"). The address of the Issuer's offices is 200 Milik Street, Carteret, New Jersey 07008. This schedule 13D relates to the Issuer's common stock, par value $0.01. Item 2. Identity and Background. (a-c,f) This Schedule 13D is being filed by LC Capital Master Fund, Ltd. (the "Master Fund"), LC Capital Partners, LP ("Partners"), LC Capital Advisors LLC ("Advisors"), Lampe, Conway & Co., LLC ("LC&C"), LC Capital International LLC ("International"), Steven G. Lampe ("Lampe") and Richard F. Conway ("Conway"). Each of which may be referred to herein as a "Reporting Person" and collectively may be referred to as "Reporting Persons". The Master Fund is a Cayman Islands exempted company, Partners is a Delaware limited partnership, Advisors is a Delaware limited liability company, LC&C is a Delaware limited liability company, International is a Delaware limited liability company, Lampe is a United States citizen and Conway is a United States citizen. The principal business address of the Master Fund, Ltd. is c/o Trident Fund Services (B.V.I.) Limited, P.O. Box 146, Waterfront Drive, Wickhams Cay, Road Town, Tortola, British Virgin Islands. The principal business of the Master Fund is investing in securities. The principal business of Partners, Advisors, LC&C and International is providing investment advice. The principal occupation of Lampe and Conway is investment management. The principal business address for each of Partners, Advisors, LC&C, International, Lampe and Conway is 680 Fifth Avenue, Suite 1202, New York, New York 10019. Information with respect to the executive officers and directors of the Master Fund is attached as Annex A to this Schedule 13D. The Shares (as defined below) reported herein are held in the name of the Master Fund and the Institutional Benchmarks Master Fund, Ltd. (the "Managed Account"), a Cayman exempted company. The Master Fund directly holds 1,824,527 shares (the "Master Fund Shares") of the Issuer's common stock. Partners may be deemed to control the Master Fund by virtue of Partners' ownership of approximately 54.31% of the outstanding shares of the Master Fund. Accordingly, Partners may be deemed to have a beneficial interest in the Master Fund Shares. In addition, since Advisors is the sole general partner of Partners, Advisors may also be deemed to have a beneficial interest in the Master Fund Shares. Each of Partners and Advisors disclaims beneficial ownership of the Master Fund Shares except to the extent of their respective beneficial interests, if any, therein. LC&C acts as investment manager to Partners, the Master Fund and the Managed Account pursuant to certain investment management agreements. The Managed Account directly holds 104,085 shares of the Issuer's common stock (the "Managed Account Shares" and, together with the Master Fund Shares, the "Shares"). Since LC&C shares voting and dispositive power over the Shares by virtue of the aforementioned investment agreements, LC&C may be deemed to have a beneficial interest in the Shares. LC&C disclaims beneficial ownership of the Shares except to the extent of the beneficial interest, if any, therein. International acts as investment advisor to the Master Fund pursuant to an investment advisory agreement. Since International shares voting and dispositive power over the Master Fund Shares by virtue of the aforementioned investment advisory agreement, International may be deemed to have a beneficial interest in the Master Fund Shares. International disclaims beneficial ownership of the Master Fund Shares except to the extent of its beneficial interest, if any, therein. Lampe and Conway act as the sole managing members of each of Advisors, LC&C and International and each of Lampe and Conway may be deemed to control each such entity. Accordingly, each of Lampe and Conway may be deemed to have a beneficial interest in the Shares by virtue of Advisors' indirect deemed control of the Master Fund, LC&C's power to vote and/or dispose of the Shares and International's power to vote and/or dispose of the Master Fund Shares. Each of Lampe and Conway disclaims beneficial ownership of the Shares except to the extent of their respective beneficial interests, if any, therein. (d) None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) None of the Reporting Persons have, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. As of the date hereof, the Master Fund, Partners, Advisors and International may be deemed to beneficially own 1,824,527 Shares; and LC&C, Lampe and Conway may be deemed to beneficially own 1,928,612 Shares. The funds used for the acquisition of the Shares came from the working capital of the Master Fund and the Managed Account. No borrowed funds were used to purchase the Shares, other than any borrowed funds used for working capital purposes in the ordinary course of business. Item 4. Purpose of Transaction. The Reporting Persons acquired the Shares for investment purposes. As described below, LC&C has called upon the Issuer to take steps to change its operating strategy in order to enhance shareholder value. The Reporting Persons have no plans or proposals which, other than as expressly set forth below, would relate to or would result in: (a) the acquisition of additional securities of the Issuer or the disposition of presently-owned securities of the Issuer; (b) any extraordinary corporate transaction involving the Issuer; (c) a sale or transfer of a material amount of assets of the Issuer; (d) any change in the present Board of Directors or management of the Issuer; (d) any material change in the present capitalization or dividend policy of the Issuer; (f) any material change in the operating policies or corporate structure of the Issuer; (g) any change in the Issuer's charter or by-laws; (h) the Shares of the Issuer ceasing to be authorized to be quoted in the over-the-counter security markets; or (i) causing the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934. Depending upon the Reporting Persons' ongoing evaluation of the Issuer, its business and other market conditions, the Reporting Persons may engage in purchase or sale transactions of the Issuer's securities or develop plans or proposals with respect to the foregoing. The Reporting Persons have been and may continue to be in contact with members of the Issuer's management, the Issuer's Board of Directors, other significant stockholders and others regarding alternatives that the Issuer could employ to maximize stockholder value. The Reporting Persons have attached as Exhibit 2 to this Schedule 13D the letter, dated November 12, 2004 (the "Letter"), from LC&C to the Chairman of the Board of the Issuer. The Letter contains LC&C's call upon the Issuer to take steps to enhance stockholder value. Item 5. Interest in Securities of the Issuer. (a, b) As of the date hereof, the Master Fund, Partners, Advisors and International may each be deemed to beneficially own 1,824,527 Shares, constituting 6.1% of the outstanding shares of the Issuer, based upon the 30,071,192 shares outstanding as of September 1, 2004, according to the Issuer's most recently filed Form 10-Q. The Master Fund, Partners, Advisors and International each have the sole power to vote or direct the vote of 0 Shares; have the shared power to vote or direct the vote of 1,824,527 Shares; have the sole power to dispose or direct the disposition of 0 Shares; and have the shared power to dispose or direct the disposition of 1,824,527 Shares. The Master Fund, Partners, Advisors and International each specifically disclaim beneficial ownership in the Shares reported herein except to the extent of their pecuniary interest therein. As of the date hereof, LC&C, Lampe and Conway may each be deemed to beneficially own 1,928,612 Shares, constituting 6.4% of the outstanding shares of the Issuer, based upon the 30,071,192 shares outstanding as of September 1, 2004, according to the Issuer's most recently filed Form 10-Q. LC&C, Lampe and Conway each have the sole power to vote or direct the vote of 0 Shares; have the shared power to vote or direct the vote of 1,928,612 Shares; have the sole power to dispose or direct the disposition of 0 Shares; and have the shared power to dispose or direct the disposition of 1,928,612 Shares. LC&C, Lampe and Conway each specifically disclaim beneficial ownership in the Shares reported herein except to the extent of their pecuniary interest therein. (c) The trading dates, number of Shares purchased and sold and price per share for all transactions in the Shares during the past 60 days by the Reporting Persons are set forth in Exhibit B and were all effected in broker transactions. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. N/A Item 7. Material to be Filed as Exhibits. Exhibit 1: Agreement between the Reporting Persons to file jointly Exhibit 2: Letter from LC&C to Mr. Steven Volla dated November 12, 2004. 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. November 12, 2004 LC Capital Master Fund, Ltd.* By: /s/ Richard F. Conway --------------------- Name: Richard F. Conway Title: Director LC Capital Partners, LP* By: LC Capital Advisors LLC, its General Partner By: /s/ Richard F. Conway --------------------- Name: Richard F. Conway Title: Managing Member LC Capital Advisors LLC* By: /s/ Richard F. Conway --------------------- Name: Richard F. Conway Title: Managing Member Lampe, Conway & Co., LLC* By: /s/ Richard F. Conway --------------------- Name: Richard F. Conway Title: Managing Member LC Capital International LLC* By: /s/ Richard F. Conway --------------------- Name: Richard F. Conway Title: Managing Member /s/ Steven G. Lampe ------------------------ Name: Steven G. Lampe* /s/ Richard F. Conway ------------------------ Name: Richard F. Conway* *The Reporting Persons disclaim beneficial ownership in the shares reported herein except to the extent of their pecuniary interest therein. Attention. Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001). Annex A Executive Officers and Directors of LC Capital Master Fund, Ltd.
NAME AND BUSINESS ADDRESS TITLE WITH EACH ENTITY ------------------------- ---------------------- Richard F. Conway Director Lampe, Conway & Co., LLC 680 Fifth Avenue Suite 1202 New York, New York 10019 Don Seymour Director dms Management Limited Cayman Financial Centre 2nd Floor Dr. Roy's Drive George Town, Grand Cayman Cayman Islands Peter Young Director Rothstein Kass & Co. 27 Hospital Road George Town, Grand Cayman Cayman Islands
Annex B Transactions in the Shares TRANSACTIONS BY LC CAPITAL MASTER FUND, LTD
DATE OF TRANSACTION NUMBER OF SHARES PRICE OF SHARES ($) PURCHASED/(SOLD) ------------------- ---------------- ------------------- 9/9/04 25,000 6.03 10/26/04 20,000 3.54 10/26/04 96,870 3.83 10/27/04 5,100 4.26 10/28/04 131,000 4.12 10/29/04 188,000 4.28 11/1/04 14,500 4.47 11/2/04 100,000 4.44 11/2/04 10,000 4.43 11/2/04 45,000 4.42 11/3/04 47,700 4.40 11/4/04 900 4.44 11/5/04 10,000 4.76
TRANSACTIONS BY INSTITUTIONAL BENCHMARKS MASTER FUND, LTD.
DATE OF TRANSACTION NUMBER OF SHARES PRICE OF SHARES ($) PURCHASED/(SOLD) ------------------- ---------------- ------------------- 10/26/04 5,000 3.54 10/28/04 9,000 4.12 10/29/04 12,000 4.28 11/2/04 5,000 4.42
EX-99.1 2 y68804exv99w1.txt AGREEMENT BETWEEN REPORTING PERSONS TO FILE JOINTLY Exhibit 1 AGREEMENT OF JOINT FILING In accordance with Rule 13d-1(k)(1), promulgated under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing on behalf of each of them of a Statement on Schedule 13D, and any amendments thereto, with respect to the common stock, par value of $0.01 of Pathmark Stores, Inc. and that this Agreement may be included as an Exhibit to such filing. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same Agreement. IN WITNESS WHEREOF, each of the undersigned hereby executes this Agreement as of November 12, 2004. LC Capital Master Fund, Ltd. By: /s/ Richard F. Conway --------------------- Name: Richard F. Conway Title: Director LC Capital Partners, LP By: LC Capital Advisors LLC, its General Partner By: /s/ Richard F. Conway --------------------- Name: Richard F. Conway Title: Managing Member LC Capital Advisors LLC By: /s/ Richard F. Conway --------------------- Name: Richard F. Conway Title: Managing Member Lampe, Conway & Co., LLC By: /s/ Richard F. Conway --------------------- Name: Richard F. Conway Title: Managing Member LC Capital International LLC By: /s/ Richard F. Conway --------------------- Name: Richard F. Conway Title: Managing Member /s/ Steven G. Lampe ------------------------ Name: Steven G. Lampe /s/ Richard F. Conway ------------------------ Name: Richard F. Conway EX-99.2 3 y68804exv99w2.txt LETTER FROM LC&C Exhibit 2 [LAMPE, CONWAY & CO. LETTERHEAD] November 12, 2004 Mr. Steven Volla Chairman of the Board Pathmark Stores, Inc. 200 Milik Street Carteret, New Jersey 07008 Dear Mr. Volla: Our firm is the investment manager of two private funds that in the aggregate own over 6% of the common shares of Pathmark Stores, Inc. (the "Company"). We have been a stockholder of the Company for more than 2 years. We are extremely disappointed with the Company's recent operating performance and the resultant decline in its share price. The Company's financial condition, as measured by its increasing leverage and declining cash generation, appears to be deteriorating. We have discussed these concerns directly with the management of your company but have seen little corrective action taken. We have reluctantly chosen to reach out to the Board in an attempt to spur a change in the management direction of the Company. As evidenced by its deteriorating operating performance and declining share price, the Company's current strategic plan is clearly not working. It is incumbent on the Directors to seize the initiative to reverse these negative trends and pursue alternatives to enhance stockholder value. At a minimum, the present management team should be held strictly accountable for the Company's poor performance and dealt with accordingly. In our prior discussions with management, we have offered to assist the Company in analyzing and pursuing strategic alternatives and we extend the same offer to you and the rest of the Board. As a Director of a public company, you and your fellow Directors have a serious fiduciary duty to protect the interests of all stockholders. We believe that the best interests of stockholders will be served if the Company promptly changes its current failing strategy and pursues alternatives that will increase the value of the Pathmark enterprise. Sincerely, LAMPE, CONWAY & Co. LLC By: /s/ Richard F. Conway ------------------------ Name: Richard F. Conway Title: Managing Member -----END PRIVACY-ENHANCED MESSAGE-----