SEC 1746
(11-02)

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UNITED STATES

OMB APPROVAL

SECURITIES AND EXCHANGE
COMMISSION

OMB Number:
3235-0145

Washington, D.C. 20549

Expires: December 31, 2005

SCHEDULE 13D

Estimated average burden hours per response. . 11

Item 1.

Security and Issuer

The class of equity securities to which this statement relates is the Common Stock, par value $1.00 per share (“Common Stock”), of Foodarama Supermarkets, Inc., a New Jersey corporation (the “Issuer” or the “Company”).  The principal executive offices of the Issuer are located at 922 Highway 33, Suite 1 Building 6, Freehold, New Jersey 07728.

Item 2.

Identity and Background

This statement of beneficial ownership on Schedule 13D is being filed jointly by Joseph J. Saker, Richard J. Saker, Joseph J. Saker, Jr., Thomas A. Saker, Gloria Saker, Nadine Saker-Mockler, Denise Saker Marder, Joseph Saker Family Partnership, L.P., Richard James Saker and Saker Holdings Corp. (collectively, the “Reporting Persons” and each a “Reporting Person”) pursuant to Rule 13d-1(k) promulgated by the Securities and Exchange Commission under Section 13 of the Securities Exchange Act of 1934, as amended (the “Act”).  The Reporting Persons are making this single, joint filing because they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Act with respect to the transaction described in Item 4 of this statement.  Joseph J. Saker and Gloria Saker are husband and wife and are the parents of Richard J. Saker, Joseph J. Saker, Jr., Thomas A. Saker, Nadine Saker-Mockler and Denise Saker Marder.  Richard J. Saker is the parent of Richard James Saker.  Except as expressly set forth in this statement, each Reporting Person disclaims beneficial ownership of the Shares of Common Stock beneficially owned by any other Reporting Person or any other person.  The agreement between the Reporting Persons relating to the joint filing of this statement is attached hereto as Exhibit A.

Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person assumes responsibility for the accuracy or completeness of the information concerning the other Reporting Persons, except as otherwise provided in Rule 13d-1(k).

Joseph J. Saker, a United States citizen, is Chairman of the Board of Foodarama Supermarkets, Inc..  The business address for Mr. Joseph J. Saker is c/o Foodarama Supermarkets, Inc., 922 Highway 33, Suite 1 Building 6, Freehold, New Jersey 07728.

Richard J. Saker, a United States citizen, is President and Chief Executive Officer of Foodarama Supermarkets, Inc.  The business address for Mr. Richard J. Saker is c/o Foodarama Supermarkets, Inc., 922 Highway 33, Suite 1 Building 6, Freehold, New Jersey 07728.

Joseph J. Saker, Jr., a United States citizen, is Senior Vice President-Marketing and Advertising and Secretary of Foodarama Supermarkets, Inc..  The business address for Mr. Joseph J. Saker, Jr. is c/o Foodarama Supermarkets, Inc., 922 Highway 33, Suite 1 Building 6, Freehold, New Jersey 07728.

Thomas A. Saker, a United States citizen, is Vice President of Store Operations of Foodarama Supermarkets, Inc..  The business address for Thomas A. Saker is c/o Foodarama Supermarkets, Inc., 922 Highway 33, Suite 1 Building 6, Freehold, New Jersey 07728.

Gloria Saker is a United States citizen.  The business address for Mrs. Saker is 353A East Freehold Road, Freehold, New Jersey 07728.

Nadine Saker-Mockler, a United States citizen, is President of Flexible Resource, Inc., a provider of temporary staffing services.  The business address for Ms. Saker-Mockler is 78 Harvard Avenue, Suite 315, Stanford, Connecticut 06902.

Denise Saker Marder, a United States citizen, is the owner of Rosetta Stone Gallery, a clothing boutique.  The business address for Ms. Saker-Marder is 1958 Hillhurst Avenue, Los Angeles, California 90027.

Joseph Saker Family Partnership, L.P. is a Delaware limited partnership organized to hold shares of the Company’s Common Stock for the benefit of its partners.  The business address for the Partnership is c/o Foodarama Supermarkets, Inc., 922 Highway 33, Suite 1, Building 6, Freehold, New Jersey 07728.  The Saker Family Corporation is the sole general partner (the “General Partner”) of the Partnership.  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 sell, transfer or otherwise dispose of the shares of the Company’s 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 the Company’s 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 34,000 shares as directed by Richard J. Saker, 25,500 shares as directed by Joseph J. Saker, Jr., and 25,500 shares as directed by Thomas A Saker on such other matters.

In addition to their 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 Company’s 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.  Richard J. Saker, Joseph J. Saker, Jr. and Thomas A. Saker each disclaim beneficial ownership of shares held by the Partnership in excess of their respective pecuniary interests.

Richard James Saker, a United States citizen, is a Store Manager for the Company.  The business address for Richard James Saker is c/o Foodarama Supermarkets, Inc., 922 Highway #33, Building 6, Suite 1, Freehold, New Jersey 07728.

Saker Holdings Corp., a Delaware corporation, is a corporation formed at the direction of the Reporting Persons to participate in the transaction described in Item 4.  Upon its organization, it will be wholly owned by the Reporting Persons.  The business address for Saker Holdings Corp. is c/o Foodarama Supermarkets, Inc., 922 Highway #33, Building 6, Suite 1, Freehold, New Jersey 07728.

During the last five years, none of the Reporting Persons has (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) 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.

Item 3.

Source and Amount of Funds or Other Consideration

It is anticipated that funding for the proposed transaction described in Item 4 will be obtained through third-party debt financing currently being negotiated by the Reporting Persons that will be sufficient to consummate any such transaction.  The Reporting Persons have obtained a financing commitment (the “Commitment”) from GMAC Commercial Finance LLC (“GMAC”) to provide the funds required for the proposed transaction described in Item 4 below.  The Commitment contemplates that the funds will be provided through three loans (the “Loans”) from GMAC in an aggregate amount of up to $105 million, consisting of loans in the principal amount of $40 million (the “Revolving Credit Facility”), $35 million (“Term Loan A”) and $30 million (“Term Loan B”).  The Commitment provides that the Revolving Credit Facility would be a five year term revolving credit facility bearing interest at a variable rate per annum equal to the applicable prime rate plus 2.5% or LIBOR plus 3.5%.  Term Loan A would be a five year term loan bearing interest at a variable rate per annum equal to the applicable prime rate plus 3.0% or LIBOR plus 4.0%.  Term Loan B would be a five year term loan bearing interest at a variable rate per annum equal to the applicable prime rate plus 6.25% or LIBOR plus 7.25%.  Each of Term Loan A and Term Loan B may be repaid in full prior to maturity; however, in the event that Term Loan A is repaid in full prior to its stated maturity, all scheduled amortization payments that would have been required to be made on Term Loan A will continue to be made and will be applied to the scheduled payments due on Term Loan B.

The Commitment contemplates that after the completion of the Merger described in Item 4, the Acquisition Company (as defined in Item 4 below) will cause the Company to become a borrower under the Loans provided by GMAC, the Loans will be secured by substantially all of the Company’s assets and the funds provided by the Loans will be used to finance the Acquisition described in Item 4 and refinance the Company’s existing indebtedness owed to GMAC and the Company’s other lenders and to otherwise support the Company’s operations.  The Company will thus be subject to certain financial covenants, including covenants related to minimum fixed charge coverage, minimum EBITDA, maximum total leverage ratio, maximum senior leverage ratio, maximum annual permitted capital expenditures, maximum annual permitted capital leases and prohibitions on other funded debt.  GMAC has reserved the right to change the pricing of or make structural changes to the Loans if it determines that such changes are reasonably necessary in order to assure the successful syndication of the Loans.  The Reporting Persons will pay customary fees to GMAC for the Loans.

There are various conditions precedent to the obligation of GMAC to make the Loans, including, but not limited to, the preparation, execution and delivery of mutually acceptable loan documentation, satisfaction of various due diligence items, absence of material adverse change in the business, operations and financial condition of the Company, receipt of a satisfactory collateral audit, the absence of environmental liabilities that may have a material adverse effect

on the Company, receipt of satisfactory insurance policies and financial information, absence of trade accounts receivable of the Company outstanding beyond trade terms, the receipt of a fairness opinion from a financial advisor reasonably acceptable to GMAC endorsing the fairness of the Tender Offer described in Item 4 to the Company’s minority shareholders, the approval and endorsement of the Tender Offer and the Share Exchange described in Item 4 by the Company’s Board of Directors, the approval of the Share Exchange by the Company’s shareholders, the tender of such number of shares to the Acquisition Company as would permit a short form merger following the Share Exchange and the execution of a short form merger agreement, effective post-Share Exchange.  As a result, no assurance can be given that GMAC will provide the financing contemplated by the Commitment.

Item 4.

Purpose of Transaction

On December 1, 2005, Mr. Richard J. Saker, on behalf of the Reporting Persons, submitted a non-binding proposal, a copy of which is attached hereto as Exhibit B (the “Proposal”), for a going private transaction to the Company’s Board of Directors.  Under the Proposal, the Reporting Persons propose to acquire, through Saker Holdings Corp. (“Acquisition Company”), all of the outstanding shares of the Company’s Common Stock not currently owned by the Reporting Persons for a price per share of $52 payable in cash (the “Acquisition”).  The Reporting Persons expect that the Acquisition would be effected through a three-step transaction consisting of (i) a cash tender offer for no less than 90% of the Company’s Common Stock (the “Tender Offer”), (ii) a share exchange pursuant to which each outstanding share of the Company’s Common Stock would be exchanged for one share of common stock of a newly formed Delaware corporation (the “Delaware Company”) and the Company would become a wholly owned subsidiary of the Delaware Company (the “Share Exchange”) and (iii) a subsequent merger (the “Merger”) in which the Delaware Company would merge with and into the Acquisition Company (with the Acquisition Company as the surviving entity) and in which any remaining shareholders of the Delaware Company who did not participate in the Tender Offer would have the right to receive the same consideration for their shares in the Delaware Company as was paid for shares of the Company in the Tender Offer or seek appraisal rights in accordance with the Delaware General Corporation Law.

Certain funds provided by GMAC pursuant to the Loans may be used to purchase up to approximately 46,000 shares of Common Stock held by certain of the Reporting Persons, their affiliates and members of their families, including up to approximately 36,000 shares held by Joseph J. Saker, Nadine Saker Mockler and Denise Saker Marder, 1,760 shares held by the wife of Richard Saker, 2,754 shares held in trust for the benefit of the children of Joseph J. Saker, Jr., 2,754 shares held in trust for the benefit of the children of Nadine Saker Mockler, 1,377 shares held in trust for the benefit of the child of Denise Saker Marder and 1,377 shares held in trust for the benefit of the child of Lisa M. Saker, who is the daughter of Joseph J. Saker.

The Reporting Persons are the holders of approximately 50.4% of the Company’s Common Stock.  Mr. Joseph J. Saker is Chairman of the Board of Directors of the Company and Mr. Richard Saker is the President, Chief Executive Officer and a director of the Company.  Each of Mr. Joseph J. Saker, Jr. and Thomas A. Saker are officers of the Company.  The Joseph Saker Family Partnership, L.P. is a limited partnership of which The Saker Family Corporation is the sole general partner and owns a 1% interest.  Richard J. Saker owns 40% of the outstanding

capital stock of The Saker Family Corporation and each of Joseph J. Saker, Jr. and Thomas Saker owns a 30% of the outstanding capital stock of The Saker Family Corporation.  In addition, Richard J. Saker, Joseph J. Saker and Thomas A. Saker are the beneficiaries of a trust which owns a 99% interest in the Joseph Saker Family Partnership, L.P.  Each of the other Reporting Persons is a member of the family of Joseph J. Saker and a current shareholder of the Company.

The Proposal is subject to a number of conditions, including, among other things (i) a condition requiring that a majority of the Company’s shareholders (excluding, for this purpose, all Reporting Persons and their affiliates) tender their shares, (ii) a condition requiring that the Acquisition Company, immediately following the completion of the Tender Offer, hold at least 90% of the Company’s Common Stock (inclusive of the Common Stock held by all of the Reporting Persons); (iii) the approval of the Share Exchange by the shareholders of the Company; and (iv) obtaining any necessary regulatory approvals and the consent of Wakefern Food Corporation.  The Reporting Persons have no assurances that any or all of the foregoing conditions can or will be satisfied.

Neither the Company nor any of the Reporting Persons are obligated to pursue or to complete the Acquisition.  The Reporting Persons reserve the right to modify their proposal in any way as a result of negotiations or to withdraw the Proposal at any time.

If the proposed Acquisition is completed, the Common Stock would become eligible for termination of registration pursuant to Section 12(g) of the Securities Act and the Common Stock would be delisted from the American Stock Exchange.

The Reporting Persons anticipate that if the Acquisition is completed, the Acquisition Company will elect a new Board of Directors of the Company which will be comprised of certain of the Reporting Persons.

The Company has announced the formation of a Special Committee of its board of directors to consider the proposed transaction, and also the Special Committee’s intention to engage an independent financial advisor and legal counsel for purposes of evaluating the proposal on behalf of the public shareholders.

Except as indicated above, none of the Reporting Persons has 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 Issuer; (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 of or term of directors or to fill any existing vacancies in the board of directors; (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 Articles of Incorporation, By-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company 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 Securities Act, or (j) any action similar to those enumerated above.

Item 5.

Interest in Securities of the Issuer

(a)

The following table sets forth the beneficial ownership of shares of Common Stock of the Company for each person named in Item 2.  Each Reporting Person disclaims beneficial ownership of all shares of Common Stock beneficially owned by the other Reporting Persons in accordance with Rule 13d-4 under the Act.

Name of Reporting Person

Amount
Beneficially
Owned (1)

Percentage
of Class
(2)

Sole
Voting
Power

Shared
Voting
Power

Sole
Dispositive
Power

Shared
Dispositive
Power

Joseph J. Saker

220,597

(3)

21.5

%

220,597

—

220,597

—

Richard J. Saker

244,303

(4)(5)

23.7

191,543

—

157,543

85,000

(4)

Joseph J. Saker, Jr.

118,095

(4)(6)

12.0

58,595

—

33,095

85,000

(4)

Thomas A. Saker

125,041

(4)

12.7

65,541

—

40,041

85,000

(4)

Gloria Saker

13,378

(7)

1.4

13,378

—

13,378

—

Nadine Saker Mockler

17,454

(8)

1.8

17,454

—

17,454

—

Denise Saker Marder

21,754

(9)

2.2

21,754

—

21,754

—

Joseph Saker Family Partnership, L.P.

85,000

(4)

8.6

—

—

—

85,000

(4)

Richard James Saker

1,235

*

1,235

—

1,235

—

Saker Holdings Corp.

—

—

—

—

—

—

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

To the best knowledge of the Reporting Persons, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons and between any of the Reporting Persons and any other person with respect to any securities of the Company, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies, or a pledge or contingency, the occurrence of which would give another person voting power over the securities of the Company.

Item 7.

Material to Be Filed as Exhibits

Exhibit 99.1:

Joint Filing Agreement dated December 1, 2005 by and among the Reporting Persons

Exhibit 99.2:

Proposal to Company dated December 1, 2005

Exhibit 99.3:

Commitment Letter from GMAC Commercial Finance LLC to Saker Holdings Corp

Dated: December 1, 2005

/s/ Joseph J. Saker

Joseph J. Saker

/s/ Richard J. Saker

Richard J. Saker

/s/ Joseph J. Saker, Jr.

Joseph J. Saker, Jr.

/s/ Thomas A. Saker

Thomas A. Saker

/s/ Gloria Saker

Gloria Saker

/s/ Nadine Saker Mockler

Nadine Saker Mockler

/s/ Denise Saker Marder

Denise Saker Marder

Joseph Saker Family Partnership, L.P.
By: The Saker Family Corporation

By:

/s/ Richard J. Saker

Name:

Richard J. Saker

Title:

President

/s/ Richard James Saker

Richard James Saker

Saker Holdings Corp.

By:

/s/ Richard J. Saker

Name:

Richard J. Saker

Title:

President