SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 2)
Under the Securities Exchange Act of 1934
VILLAGE SUPER MARKET, INC.
(Name of Issuer)
Class A Common Stock, No Par Value
(Title of Class of Securities)
92701-40-9
(CUSIP Number)
Kevin Begley
Village Super Market, Inc.
733 Mountain Avenue
Springfield, NJ 07081
(973) 467-2200
(Name, Address and Telephone Number of Person Authorized to
Receive Notices & Communications)
January 21, 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 which is the subject
of this Schedule 13D, and is filing this schedule because of
Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. [ ]
SCHEDULE 13D
CUSIP No. 92701-40-9
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only).
THE SUMAS FAMILY GROUP, including
Perry Sumas, James Sumas, Robert Sumas, William Sumas
and John Sumas
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(SEE INSTRUCTIONS)
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS PF
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
__________________
| 7. SOLE VOTING POWER 1,216,431
NUMBER OF |
SHARES |
BENEFICIALLY | 8. SHARED VOTING POWER 139,438
OWNED BY |
EACH |
REPORTING | 9. SOLE DISPOSITIVE POWER 1,216,431
PERSON |
WITH |
__________________| 10. SHARED DISPOSITIVE POWER 139,438
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 1,355,869
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* (See Instructions) [X]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 49.7%
14. TYPE OF REPORTING PERSON* (SEE INSTRUCTIONS) IN
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only).
Perry Sumas
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(SEE INSTRUCTIONS)
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS PF
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
__________________
| 7. SOLE VOTING POWER 490,445
NUMBER OF |
SHARES |
BENEFICIALLY | 8. SHARED VOTING POWER 139,438
OWNED BY |
EACH |
REPORTING | 9. SOLE DISPOSITIVE POWER 490,445
PERSON |
WITH |
__________________| 10. SHARED DISPOSITIVE POWER 139,438
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 629,883
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* (See Instructions) [X]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 30.9%
14. TYPE OF REPORTING PERSON* (SEE INSTRUCTIONS) IN
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only).
James Sumas
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(SEE INSTRUCTIONS)
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS PF
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
__________________
| 7. SOLE VOTING POWER 243,853
NUMBER OF |
SHARES |
BENEFICIALLY | 8. SHARED VOTING POWER 39,074
OWNED BY |
EACH |
REPORTING | 9. SOLE DISPOSITIVE POWER 243,853
PERSON |
WITH |
__________________| 10. SHARED DISPOSITIVE POWER 39,074
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 282,927
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* (See Instructions) [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.2%
14. TYPE OF REPORTING PERSON* (SEE INSTRUCTIONS) IN
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only).
Robert Sumas
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(SEE INSTRUCTIONS)
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS PF
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
__________________
| 7. SOLE VOTING POWER 200,121
NUMBER OF |
SHARES |
BENEFICIALLY | 8. SHARED VOTING POWER 39,074
OWNED BY |
EACH |
REPORTING | 9. SOLE DISPOSITIVE POWER 200,121
PERSON |
WITH |
__________________| 10. SHARED DISPOSITIVE POWER 39,074
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 239,195
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* (See Instructions) [X]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.0%
14. TYPE OF REPORTING PERSON* (SEE INSTRUCTIONS) IN
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only).
William Sumas
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(SEE INSTRUCTIONS)
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS PF
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
__________________
| 7. SOLE VOTING POWER 142,231
NUMBER OF |
SHARES |
BENEFICIALLY | 8. SHARED VOTING POWER 100,364
OWNED BY |
EACH |
REPORTING | 9. SOLE DISPOSITIVE POWER 142,231
PERSON |
WITH |
__________________| 10. SHARED DISPOSITIVE POWER 100,364
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 242,595
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* (See Instructions) [X]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.4%
14. TYPE OF REPORTING PERSON* (SEE INSTRUCTIONS) IN
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only).
John Sumas
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(SEE INSTRUCTIONS)
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS PF
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
__________________
| 7. SOLE VOTING POWER 139,781
NUMBER OF |
SHARES |
BENEFICIALLY | 8. SHARED VOTING POWER 100,364
OWNED BY |
EACH |
REPORTING | 9. SOLE DISPOSITIVE POWER 139,781
PERSON |
WITH |
__________________| 10. SHARED DISPOSITIVE POWER 100,364
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 240,145
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* (See Instructions) [X]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.4%
14. TYPE OF REPORTING PERSON* (SEE INSTRUCTIONS) IN
Schedule 13D is amended to read as follows:
Item 1. SECURITY AND ISSUER.
This Statement related to the Class A, Common Stock, No
Par Value, of Village Super Market, Inc. (NASDAQ-VLGEA) (the
"Issuer"), which has its principal executive office at 733 Mountain
Avenue, Springfield, New Jersey 07081.
Item 2. IDENTITY AND BACKGROUND.
This filing is made on behalf of the Sumas Family Group
and the members of the Sumas family identified below (the "Sumas
Family Group"). Each member's business address is identical with
that of the Issuer and each is an employee of the Issuer. No
member of the Sumas Family Group has been convicted, during the
last five years, in a criminal proceeding (excluding traffic
violations or similar misdemeanors), and none has, 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 was or is 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. Each is a
citizen of the United States of America.
The members of the Sumas Family Group and the positions
they hold with the Issuer, which for each member is his principal
employment, are as follows:
James Sumas, Chairman of the Board, Chief Executive Officer,
and Chief Operating Officer
Perry Sumas, President
Robert Sumas, Executive Vice President and Secretary
William Sumas, Executive Vice President
John Sumas, Executive Vice President
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Not applicable.
Item 4. PURPOSE OF TRANSACTION.
By virtue of the existence of this "group", the Issuer
is a "Controlled Company" within the meaning of NASDAQ Rule
4350(c)(5) and is therefore exempt from the "independent
director" requirements of Rule 4350(c). Control is exercised
pursuant to voting of the Class B Common Stock, No Par Value
(owned by members of the Sumas Family Group. Each Class B share
is entitled to 10 votes per share at all meetings of shareholders
and is convertible into Class A shares on a share-for-share
basis. The Sumas Family Group members hold, directly or
indirectly, 146,716 shares of the Class A Common Stock and
1,167,153 shares of the Class B Common Stock. This represents
68% of the total voting power at a meeting of shareholders.
Beneficial ownership information contained herein assumes
conversion of shares of the Class B Common Stock held into shares
of Class A Common Stock and thus understates the actual voting
power of the Sumas Family Group.
Additionally, 129,860 shares of the Class A Common Stock and
201,161 shares of the Class B Common Stock are held by persons
who are part of the "Third Generation" of the Sumas family.
These shares are not held by the members of the Sumas Family
Group, who disclaim beneficial ownership of these shares. The
"First Generation" consists of Nicholas Sumas (now deceased) and
Perry Sumas. The "Second Generation" consists of Nicholas Sumas'
sons, James Sumas and Robert Sumas, and Perry Sumas' sons,
William Sumas and John Sumas.
The aggregate number of shares of Class B Common Stock owned
by Perry Sumas and his sons, William Sumas and John Sumas,
exceeds the aggregate number of shares of Class B Common Stock
owned by James Sumas and Robert Sumas (the "Excess Shares").
Perry Sumas and James Sumas have entered into an agreement
whereby the "Excess Shares will be voted pursuant to the mutual
agreement of James Sumas and Perry Sumas." This Voting Agreement
will be automatically cancelled is Perry Sumas either (i)
converts the Excess Shares into shares of Class A Common Stock or
(ii) exchanges 50% of the Excess Shares for shares of Class A
Common Stock owned by James Sumas.
Neither the Sumas Family nor any of its individual members
have any plans or proposals which would relate to or result in
any of the transactions listed in Item 4 of Schedule l3D except
that members of the group reserve the right to acquire and
dispose of shares of the Issuer from time to time.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
All of the following information assumes conversion of Class
B Common Stock into Class A Common Stock.
The Sumas Family Group has beneficial ownership of 1,355,869
shares or 49.7% of the Class A Common Stock of which 1,216,431
shares or 45.1% is sole beneficial ownership and 139,438 shares
or 9.0% constitutes shared beneficial ownership. Such sole and
shared beneficial ownership is of both voting and dispositive
power.
Perry Sumas has beneficial ownership of 629,883 shares or
30.9% of the Class A Common Stock of which 490,445 shares or
24.4% is sole beneficial ownership and 139,438 shares or 9.0%
constitutes shared beneficial ownership. Such sole and shared
beneficial ownership is of both voting and dispositive power.
James Sumas has beneficial ownership of 282,927 shares or
16.2% of the Class A Common Stock of which 243,853 shares or
14.0% is sole beneficial ownership and 39,074 shares or 2.6%
constitutes shared beneficial ownership. Such sole and shared
beneficial ownership is of both voting and dispositive power.
Robert Sumas has beneficial ownership of 239,195 shares or
14.0% of the Class A Common Stock of which 200,121 shares or
11.7% is sole beneficial ownership and 39,074 shares or 2.6%
constitutes shared beneficial ownership. Such sole and shared
beneficial ownership is of both voting and dispositive power.
William Sumas has beneficial ownership of 242,595 shares or
14.4% of the Class A Common Stock of which 142,231 shares or 8.6%
is sole beneficial ownership and 100,364 shares or 6.5%
constitutes shared beneficial ownership. Such sole and shared
beneficial ownership is of both voting and dispositive power.
John Sumas has beneficial ownership of 240,145 shares or
14.4% of the Class A Common Stock of which 139,781 shares or 8.5%
is sole beneficial ownership and 100,364 shares or 6.5%
constitutes shared beneficial ownership. Such sole and shared
beneficial ownership is of both voting and dispositive power.
There have been no transactions in securities of the Issuer
in the past 60 days by the Sumas Family Group members except for
transactions reported on Form 4 which filings are incorporated
herein by reference.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
Item 7. MATERIAL TO BE FILED AS EXHIBITS
(A) Agreement pursuant to Rule 13-1(k) to file a joint
statement.
(B) Voting Agreement dated March 4, 1987 (described in
Item 4) which exhibit is filed as part of Amendment No. 1 to this
Schedule 13D.
SIGNATURE
After reasonable inquiry and to the best of their knowledge
and belief, each of the undersigned certifies that the
information set forth in this Statement is true, complete and
correct.
PERRY SUMAS
______________________
Perry Sumas
JAMES SUMAS
______________________
James Sumas
ROBERT SUMAS
______________________
Robert Sumas
WILLIAM SUMAS
______________________
William Sumas
JOHN SUMAS
______________________
John Sumas
Dated: January 21, 2004
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT
CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)
AGREEMENT TO FILE
A JOINT STATEMENT
_________________
The undersigned, acting pursuant to Rule 13d-1(k) to
file a joint statement on behalf of each of the undersigned on
Schedule 13D.
IN WITNESS WHEREOF, the undersigned have set their
hands.
PERRY SUMAS
______________________
Perry Sumas
JAMES SUMAS
______________________
James Sumas
ROBERT SUMAS
______________________
Robert Sumas
WILLIAM SUMAS
______________________
William Sumas
JOHN SUMAS
______________________
John Sumas
Dated: January 21, 2004