VILLAGE SUPER MARKET INC

Major Shareholding Notification • Mar 24, 2009

SC 13D/A 1 vlgea_01.htm vlgea_01.htm Licensed to: mm8319 Document Created using EDGARizer 4.0.7.0 Copyright 1995 - 2008 EDGARfilings, Ltd., an IEC company. All rights reserved

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934 (Amendment No. 1)

Village Super Market, Inc.

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

__ 927107409 ___

(CUSIP Number)

Peter D. Goldstein

GAMCO Investors, Inc.

One Corporate Center

Rye, New York 10580-1435

(914) 921-7732

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

____ March 24, 2009 ______

(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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box .

1

CUSIP No. 927107409

| 1 | Names
of reporting persons I.R.S.
identification nos. of above persons (entities only) Gabelli
Funds,
LLC I.D.
No. 13-4044523 | |
| --- | --- | --- |
| 2 | Check
the appropriate box if a member of a group (SEE
INSTRUCTIONS)(a) (b) | |
| 3 | Sec
use only | |
| 4 | Source
of funds (SEE INSTRUCTIONS) 00-Funds
of investment advisory clients | |
| 5 | Check
box if disclosure of legal proceedings is required pursuant to items 2 (d)
or 2 (e) | |
| 6 | Citizenship
or place of organization New
York | |
| Number
Of Shares Beneficially Owned By
Each Reporting Person With | :
7 : : : | Sole
voting power 53,000 (Item
5) |
| | :
8 : : : | Shared
voting power None |
| | :
9 : : : | Sole
dispositive power 53,000 (Item
5) |
| | :10 : : : | Shared
dispositive power None |
| 11 | Aggregate
amount beneficially owned by each reporting person 53,000 (Item
5) | |
| 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) 0.77% | |
| 14 | Type
of reporting person (SEE INSTRUCTIONS) IA | |

2

CUSIP No. 927107409

| 1 | Names
of reporting persons I.R.S.
identification nos. of above persons (entities only) GAMCO
Asset Management Inc. I.D.
No. 13-4044521 | |
| --- | --- | --- |
| 2 | Check
the appropriate box if a member of a group (SEE
INSTRUCTIONS)(a) (b) | |
| 3 | Sec
use only | |
| 4 | Source
of funds (SEE INSTRUCTIONS) 00-Funds
of investment advisory clients | |
| 5 | Check
box if disclosure of legal proceedings is required pursuant to items 2 (d)
or 2 (e) | |
| 6 | Citizenship
or place of organization New
York | |
| Number
Of Shares Beneficially Owned By
Each Reporting Person With | :
7 : : : | Sole
voting power 105,400
(Item 5) |
| | :
8 : : : | Shared
voting power None |
| | :
9 : : : | Sole
dispositive power 128,400
(Item 5) |
| | :10 : : : | Shared
dispositive power None |
| 11 | Aggregate
amount beneficially owned by each reporting person 128,400
(Item 5) | |
| 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) 1.86% | |
| 14 | Type
of reporting person (SEE INSTRUCTIONS) IA,
CO | |

3

CUSIP No. 927107409

| 1 | Names
of reporting persons I.R.S.
identification nos. of above persons (entities only) Teton
Advisors,
Inc. I.D.
No. 13-4008049 | |
| --- | --- | --- |
| 2 | Check
the appropriate box if a member of a group (SEE
INSTRUCTIONS)(a) (b) | |
| 3 | Sec
use only | |
| 4 | Source
of funds (SEE INSTRUCTIONS) 00
– Funds of investment advisory clients | |
| 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 With | :
7 : : : | Sole
voting power 4,000
(Item 5) |
| | :
8 : : : | Shared
voting power None |
| | :
9 : : : | Sole
dispositive power 4,000
(Item 5) |
| | :10 : : : | Shared
dispositive power None |
| 11 | Aggregate
amount beneficially owned by each reporting person 4,000
(Item 5) | |
| 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) 0.06% | |
| 14 | Type
of reporting person (SEE
INSTRUCTIONS) IA,
CO | |

4

CUSIP No. 927107409

| 1 | Names
of reporting persons I.R.S.
identification nos. of above persons (entities only) GGCP,
Inc. I.D.
No. 13-3056041 | |
| --- | --- | --- |
| 2 | Check
the appropriate box if a member of a group (SEE
INSTRUCTIONS)(a) (b) | |
| 3 | Sec
use only | |
| 4 | Source of funds (SEE INSTRUCTIONS) None | |
| 5 | Check
box if disclosure of legal proceedings is required pursuant to items 2 (d)
or 2 (e) | |
| 6 | Citizenship
or place of organization New
York | |
| Number
Of Shares Beneficially Owned By
Each Reporting Person With | :
7 : : : | Sole
voting power None (Item
5) |
| | :
8 : : : | Shared
voting power None |
| | :
9 : : : | Sole
dispositive power None (Item
5) |
| | :10 : : : | Shared
dispositive power None |
| 11 | Aggregate
amount beneficially owned by each reporting person None (Item
5) | |
| 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) 0.00% | |
| 14 | Type
of reporting person (SEE INSTRUCTIONS) HC,
CO | |

5

CUSIP No. 927107409

| 1 | Names
of reporting persons I.R.S.
identification nos. of above persons (entities only) GAMCO
Investors,
Inc. I.D.
No. 13-4007862 | |
| --- | --- | --- |
| | Check
the appropriate box if a member of a group (SEE
INSTRUCTIONS)(a) (b) | |
| 3 | Sec
use only | |
| 4 | Source of funds (SEE INSTRUCTIONS) 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 New
York | |
| Number
Of Shares Beneficially Owned By
Each Reporting Person With | :
7 : : : | Sole
voting power None (Item
5) |
| | :
8 : : : | Shared
voting power None |
| | :
9 : : : | Sole
dispositive power None (Item
5) |
| | :10 : : : | Shared
dispositive power None |
| 11 | Aggregate
amount beneficially owned by each reporting person None (Item
5) | |
| 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) 0.00% | |
| 14 | Type
of reporting person (SEE INSTRUCTIONS) HC,
CO | |

6

CUSIP No. 927107409

| 1 | Names
of reporting persons I.R.S.
identification nos. of above persons (entities only) Mario
J. Gabelli | |
| --- | --- | --- |
| 2 | Check
the appropriate box if a member of a group (SEE
INSTRUCTIONS) (a) (b) | |
| 3 | Sec
use only | |
| 4 | Source of funds (SEE INSTRUCTIONS) 00
– Funds of a Private Entity | |
| 5 | Check
box if disclosure of legal proceedings is required pursuant to items 2 (d)
or 2 (e) | |
| 6 | Citizenship
or place of organization USA | |
| Number
Of Shares Beneficially Owned By
Each Reporting Person With | :
7 : : : | Sole
voting power None (Item
5) |
| | :
8 : : : | Shared
voting power None |
| | :
9 : : : | Sole
dispositive power None (Item
5) |
| | :10 : : : | Shared
dispositive power None |
| 11 | Aggregate
amount beneficially owned by each reporting person None (Item
5) | |
| 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) 0.00% | |
| 14 | Type
of reporting person (SEE INSTRUCTIONS) IN | |

7

Item 1. Security and Issuer

This Amendment No. 1 to Schedule 13D on the Common Stock of Village Super Market, Inc. (the “Issuer”) is being filed on behalf of the undersigned to amend the Schedule 13D, as amended (the “Schedule 13D”) which was originally filed on February 2, 2009. Unless otherwise indicated, all capitalized terms used herein but not defined herein shall have the same meanings as set forth in the Schedule 13D.

Item 2. Identity and Background

Item 2 to Schedule 13D is amended, in pertinent part, as follows:

This statement is being filed by Mario J. Gabelli (“Mario Gabelli”) and various entities which he

directly or indirectly controls or for which he acts as chief investment officer. These entities engage in various aspects of the securities business, primarily as investment adviser to various institutional and individual clients, including registered investment companies and pension plans, and as general partner of various private investment partnerships. Certain of these entities may also make investments for their own accounts.

The foregoing persons in the aggregate often own beneficially more than 5% of a class of a particular issuer. Although several of the foregoing persons are treated as institutional investors for purposes of reporting their beneficial ownership on the short-form Schedule 13G, the holdings of those who do not qualify as institutional investors may exceed the 1% threshold presented for filing on Schedule 13G or implementation of their investment philosophy may from time to time require action which could be viewed as not completely passive. In order to avoid any question as to whether their beneficial ownership is being reported on the proper form and in order to provide greater investment flexibility and administrative uniformity, these persons have decided to file their beneficial ownership reports on the more detailed Schedule 13D form rather than on the short-form Schedule 13G and thereby to provide more expansive disclosure than may be necessary.

(a), (b) and (c) - This statement is being filed by one or more of the following persons: GGCP, Inc. (“GGCP”), GAMCO Investors, Inc. (“GBL”), Gabelli Funds, LLC (“Gabelli Funds”), GAMCO Asset Management Inc. (“GAMCO”), Teton Advisors, Inc. (“Teton Advisors”), Gabelli Securities, Inc. (“GSI”), Gabelli & Company, Inc. (“Gabelli & Company”), MJG Associates, Inc. (“MJG Associates”), Gabelli Foundation, Inc. (“Foundation”), MJG-IV Limited Partnership (“MJG-IV”), and Mario Gabelli. Those of the foregoing persons signing this Schedule 13D are hereafter referred to as the “Reporting Persons”.

GGCP makes investments for its own account and is the controlling shareholder of GBL. GBL, a public company listed on the New York Stock Exchange, is the parent company for a variety of companies engaged in the securities business, including those named below.

GAMCO, a wholly-owned subsidiary of GBL, is an investment adviser registered under the Investment Advisers Act of 1940, as amended (“Advisers Act”). GAMCO is an investment manager providing discretionary managed account services for employee benefit plans, private investors, endowments, foundations and others.

GSI, a majority-owned subsidiary of GBL, is an investment adviser registered under the Advisers Act and serves as a general partner or investment manager to limited partnerships and offshore investment companies. As a part of its business, GSI may purchase or sell securities for its own account. It is the immediate parent of Gabelli & Company. GSI is the general partner or investment manager of a number of funds or partnerships, including Gabelli Associates Fund, Gabelli Associates Fund II, Gabelli Associates Limited, ALCE Partners, L.P., and Gabelli Multimedia Partners, L.P. GSI and Marc Gabelli own 45% and 55%, respectively, of Gabelli Securities International Limited (“GSIL”). GSIL provides investment advisory services to offshore funds and accounts. GSIL is an investment advisor of Gabelli International Gold Fund Limited, Gabelli European Partners, Ltd., and Gabelli Global Partners, Ltd.

Gabelli & Company, a wholly-owned subsidiary of GSI, is a broker-dealer registered under the Securities Exchange Act of 1934, as amended (“1934 Act”), which as a part of its business regularly purchases and sells securities for its own account.

Gabelli Funds, a wholly owned subsidiary of GBL, is a limited liability company. Gabelli Funds is an investment adviser registered under the Advisers Act which presently provides discretionary managed account services for The Gabelli Equity Trust Inc., The Gabelli Asset Fund, The GAMCO Growth Fund, The Gabelli Convertible and Income Securities Fund Inc., The Gabelli Value Fund Inc., The Gabelli Small Cap Growth Fund, The Gabelli Equity Income Fund, The Gabelli ABC Fund, The GAMCO Global Telecommunications Fund, GAMCO Gold Fund, Inc., The Gabelli Global Multimedia Trust Inc., The GAMCO Global Convertible Securities Fund, Gabelli Capital Asset Fund, GAMCO International Growth Fund, Inc., The GAMCO Global Growth Fund, The Gabelli Utility Trust, The GAMCO Global Opportunity Fund, The Gabelli Utilities Fund, The Gabelli Blue Chip Value Fund, The GAMCO Mathers Fund, The Gabelli Woodland Small Cap Value Fund, The Comstock Capital Value Fund, The Gabelli Dividend and Income Trust, The Gabelli Global Utility & Income Trust, The Gabelli Global Gold, Natural Resources, & Income Trust, The Gabelli Global Deal Fund, Gabelli Enterprise M&A Fund, The Gabelli SRI Green Fund, Inc. and The Gabelli Healthcare & Wellness Rx Trust (collectively, the “Funds”), which are registered investment companies.

Teton Advisors, an investment adviser registered under the Advisers Act, provides discretionary advisory services to The GAMCO Westwood Mighty Mites sm Fund, The GAMCO Westwood Income Fund and The GAMCO Westwood Small Cap Fund.

MJG Associates provides advisory services to private investment partnerships and offshore funds. Mario Gabelli is the sole shareholder, director and employee of MJG Associates. MJG Associates is the Investment Manager of Gabelli International Limited, Gabelli International II Limited and Gabelli Fund, LDC. Mario J. Gabelli is the general partner of Gabelli Performance Partnership, LP.

The Foundation is a private foundation. Mario Gabelli is the Chairman, a Trustee and the

Investment Manager of the Foundation. Elisa M. Wilson is the President of the Foundation.

Mario Gabelli is the majority stockholder, Chief Executive Officer and a director of GGCP and Chairman and Chief Executive Officer of GBL. Mario Gabelli is also deemed to be the controlling shareholder of Teton through his control of GGCP and MJG-IV.

The Reporting Persons do not admit that they constitute a group.

GBL, GAMCO, and Gabelli & Company are New York corporations and GSI and Teton Advisors are Delaware corporations, each having its principal business office at One Corporate Center, Rye, New York 10580. GGCP is a New York corporation having its principal business office at 140 Greenwich Avenue, Greenwich, CT 06830. Gabelli Funds is a New York limited liability company having its principal business office at One Corporate Center, Rye, New York 10580. MJG Associates is a Connecticut corporation having its principal business office at 140 Greenwich Avenue, Greenwich, CT 06830. The Foundation is a Nevada corporation having its principal offices at 165 West Liberty Street, Reno, Nevada 89501.

For information required by instruction C to Schedule 13D with respect to the executive officers and directors of the foregoing entities and other related persons (collectively, “Covered Persons”), reference is made to Schedule I annexed hereto and incorporated herein by reference.

(e) - On April 24, 2008, Gabelli Funds settled an administrative proceeding with the Securities and Exchange Commission (“Commission”) regarding frequent trading in shares of a mutual fund it advises, without admitting or denying the findings or allegations of the Commission. The inquiry involved Gabelli Funds’ treatment of one investor who had engaged in frequent trading in one fund (the prospectus of which did not at that time impose limits on frequent trading), and who had subsequently made an investment in a hedge fund managed by an affiliate of Gabelli Funds. The investor was banned from the fund in August 2002, only after certain other investors were banned. The principal terms of the settlement include an administrative cease and desist order from violating Section 206(2) of the Investment Advisers Act of 1940, Section 17(d) of the Investment Company Act of 1940 (“Company Act”), and Rule 17d-1 thereunder, and Section 12(d)(1)(B)(1) of the Company Act, and the payment of $11 million in disgorgement and prejudgment interest and $5 million in a civil monetary penalty. Gabelli Funds was also required to retain an independent distribution consultant to develop a plan and oversee distribution to shareholders of the monies paid to the Commission, and to make certain other undertakings.

In September 2008, Gabelli Funds reached agreement in principle with the staff of the Commission, subject to Commission approval, on a previously disclosed matter that had been ongoing for several years involving compliance with Section 19(a) of the Investment Company Act of 1940 and Rule 19a-1 thereunder by two closed-end funds. The agreement was finalized with the Commission on January 12, 2009. The provisions of Section 19(a) and Rule 19a-1 require registered investment companies, when making a distribution in the nature of a dividend from sources other than net investment income, to contemporaneously provide written statements to shareholders that adequately disclose the source or sources of such distribution. While the two funds sent annual statements and provided other materials containing this information, the shareholders did not receive the notices required by Rule 19a-1 with any of the distributions that were made for 2002 and 2003. Gabelli Funds believes that the funds have been in compliance with Section 19(a) and Rule 19a-1 since the beginning of 2004. As part of the settlement, in which Gabelli Funds neither admits nor denies the findings by the Commission, Gabelli Funds agreed to pay a civil monetary penalty of $450,000 and to cease and desist from causing violations of Section 19(a) and Rule 19a-1. In connection with the settlement, the Commission noted the remedial actions previously undertaken by Gabelli Funds.

(f) - Reference is made to Schedule I hereto.

Item 5. Interest In Securities Of The Issuer

(a) The aggregate number of Securities to which this Schedule 13D relates is 185,400 shares, representing 2.68% of the 6,915,884 shares outstanding as reported in the Issuer’s most recent Form 10-Q for the quarterly period ended January 24, 2009. The Reporting Persons beneficially own those Securities as follows:

| Name | Shares
of Common Stock | %
of Class of Common |
| --- | --- | --- |
| GAMCO | 128,400 | 1.86% |
| Gabelli
Funds Teton
Advisors | 53,000 4,000 | 0.77% 0.06% |

Mario Gabelli is deemed to have beneficial ownership of the Securities owned beneficially by each of the foregoing persons. GSI is deemed to have beneficial ownership of the Securities owned beneficially by Gabelli & Company. GBL and GGCP are deemed to have beneficial ownership of the Securities owned beneficially by each of the foregoing persons other than Mario Gabelli and the Foundation.

(b) Each of the Reporting Persons and Covered Persons has the sole power to vote or direct the vote and sole power to dispose or to direct the disposition of the Securities reported for it, either for its own benefit or for the benefit of its investment clients or its partners, as the case may be, except that (i) GAMCO does not have the authority to vote 23,000 of the reported shares, (ii) Gabelli Funds has sole dispositive and voting power with respect to the shares of the Issuer held by the Funds so long as the aggregate voting interest of all joint filers does not exceed 25% of their total voting interest in the Issuer and, in that event, the Proxy Voting Committee of each Fund shall respectively vote that Fund’s shares, (iii) at any time, the Proxy Voting Committee of each such Fund may take and exercise in its sole discretion the entire voting power with respect to the shares held by such fund under special circumstances such as regulatory considerations, and (iv) the power of Mario Gabelli, GBL, and GGCP is indirect with respect to Securities beneficially owned directly by other Reporting Persons.

(c) Information with respect to all transactions in the Securities which were effected during the past sixty days or since the most recent filing on Schedule 13D, whichever is less, by each of the Reporting Persons and Covered Persons is set forth on Schedule II annexed hereto and incorporated herein by reference.

(e) The Reporting Persons Initial 13D filed on February 2, 2009 was calculated based on shares outstanding from the Issuer’s most recent 10-Q and did not adjust the Reporting Person’s ownership percentages for the increase in shares outstanding due to the Issuer’s stock split on December 5, 2008. Using the shares outstanding as reported in the Issuer’s most recent Form 10-Q, the Reporting Persons are not beneficial owners of 5% or more of the issuer’s common stock.

8

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.

Dated: March 24, 2009

GGCP, INC.

MARIO J. GABELLI

By: /s/ Douglas R. Jamieson

Douglas R. Jamieson

Attorney-in-Fact

GABELLI FUNDS, LLC

TETON ADVISORS, INC.

By: /s/ Bruce N. Alpert

Bruce N. Alpert

Chief Operating Officer – Gabelli Funds, LLC

Chairman – Teton Advisors, Inc.

GAMCO ASSET MANAGEMENT INC.

GAMCO INVESTORS, INC.

By: /s/ Douglas R. Jamieson

Douglas R. Jamieson

President & Chief Operating Officer – GAMCO Investors, Inc.

President – GAMCO Asset Management Inc.

9

Schedule I

Information with Respect to Executive

Officers and Directors of the Undersigned

Schedule I to Schedule 13D is amended, in pertinent part, as follows:

The following sets forth as to each of the executive officers and directors of the undersigned: his name; his business address; his present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted. Unless otherwise specified, the principal employer of each such individual is GAMCO Asset Management Inc., Gabelli Funds, LLC, Gabelli Securities, Inc., Gabelli & Company, Inc., Teton Advisors, Inc., or GAMCO Investors, Inc., the business address of each of which is One Corporate Center, Rye, New York 10580, and each such individual identified below is a citizen of the United States. To the knowledge of the undersigned, during the last five years, no such person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), and no such person was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he 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 law or finding any violation with respect to such laws except as reported in Item 2(d) of this Schedule 13D.

10

GGCP, Inc. Directors:
Vincent J. Amabile Mario
J. Gabelli	Business
Consultant Chief
Executive Officer of GGCP, Inc., and Chairman & Chief Executive
Officer of GAMCO Investors, Inc.; Director/Trustee of all registered
investment companies advised by Gabelli Funds, LLC.
Marc J. Gabelli	Chairman
of The LGL Group, Inc.
Matthew R. Gabelli	Vice
President – Trading Gabelli
& Company, Inc. One
Corporate Center Rye,
New York 10580
Charles C. Baum Douglas
R. Jamieson	Secretary
& Treasurer United
Holdings Co., Inc. 2545
Wilkens Avenue Baltimore,
MD 21223 See
below
Joseph
R. Rindler, Jr.	Account
Executive for GAMCO Asset Management Inc.
Fredric
V. Salerno	Chairman;
Former Vice Chairman and Chief Financial Officer Verizon
Communications
Vincent
Capurso	Vice
President Taxes, Barnes & Noble, Inc.
Vincent
S. Tese	Former
Director GAMCO Investors, Inc.
Michael
Gabelli John
Gabelli	Director Director
Officers:
Mario J. Gabelli	Chief
Executive Officer and Chief Investment Officer
Michael G. Chieco	Chief
Financial Officer, Secretary
GAMCO Investors, Inc. Directors:
Edwin
L. Artzt Raymond
C. Avansino Richard
L. Bready	Former
Chairman and Chief Executive Officer Procter
& Gamble Company 900
Adams Crossing Cincinnati,
OH 45202 Chairman
& Chief Executive Officer E.L.
Wiegand Foundation Reno,
NV 89501 Chairman
and Chief Executive Officer Nortek,
Inc. 50
Kennedy Plaza Providence,
RI 02903
Mario J. Gabelli John
D. Gabelli Elisa
M. Wilson	See
above Director Director
Eugene
R. McGrath	Former
Chairman and Chief Executive Officer Consolidated
Edison, Inc.
Robert
S. Prather	President
& Chief Operating Officer Gray
Television, Inc. 4370
Peachtree Road, NE Atlanta,
GA 30319
Officers:
Mario J. Gabelli	Chairman
and Chief Executive Officer
Douglas
R. Jamieson Henry
G. Van der Eb Bruce
N. Alpert Jeffrey
M. Farber Christopher
Michailoff	President
and Chief Operating Officer Senior
Vice President Senior
Vice President Executive
Vice President and Chief Financial Officer Acting
Secretary
GAMCO Asset Management Inc. Directors:
Douglas R. Jamieson Regina M. Pitaro William S. Selby
Officers:
Mario J. Gabelli	Chief
Investment Officer – Value Portfolios
Douglas R. Jamieson Jeffrey
M. Farber Chistopher
J. Michailoff	President Chief
Financial Officer General
Counsel and Secretary
Gabelli Funds, LLC Officers:
Mario J. Gabelli	Chief
Investment Officer – Value Portfolios
Bruce N. Alpert	Executive
Vice President and Chief Operating Officer
Agnes
Mullady	Vice
President and President Closed-End Fund Division
Teton Advisors, Inc. Directors:
Bruce N. Alpert Douglas
R. Jamieson Nicholas
F. Galluccio Alfred
W. Fiore Edward
T. Tokar	Chairman See
above Chief
Executive Officer and President 1270
Avenue of the Americas 20 th Floor New
York, NY 10020 Beacon
Trust Senior
Managing Director 333
Main Street Madison,
NJ 07940
Officers:
Bruce N. Alpert Nicholas
F. Galluccio Jeffrey
M. Farber	See
above See
above Chief
Financial Officer
Gabelli Securities, Inc.
Directors:
Robert W. Blake	President
of W. R. Blake & Sons, Inc. 196-20
Northern Boulevard Flushing,
NY 11358
Douglas G. DeVivo	General
Partner of ALCE Partners, L.P. One
First Street, Suite 16 Los
Altos, CA 94022
Douglas
R. Jamieson	President

Officers:
Douglas R. Jamieson Christopher
J. Michailoff Jeffrey
M. Farber	See
above Secretary Chief
Financial Officer
Gabelli & Company, Inc. Directors:
James G. Webster,
III	Chairman
& Interim President
Irene Smolicz	Senior
Trader Gabelli
& Company, Inc.
Officers:
James G. Webster,
III	See
Above
Bruce N. Alpert Diane
M. LaPointe Douglas
R. Jamieson	Vice
President - Mutual Funds Treasurer Secretary
Gabelli Foundation, Inc. Officers:
Mario
J. Gabelli	Chairman,
Trustee & Chief Investment Officer
Elisa
M. Wilson	President
MJG-IV Limited Partnership Officers:
Mario
J. Gabelli	General
Partner

11

| SCHEDULE
II |
| --- |
| INFORMATION
WITH RESPECT TO |
| TRANSACTIONS
EFFECTED DURING THE PAST SIXTY DAYS OR |
| SINCE
THE MOST RECENT FILING ON SCHEDULE 13D (1) |
| SHARES
PURCHASED AVERAGE |
| DATE SOLD(-) PRICE(2) |
| COMMON
STOCK-VILLAGE SUPER MARKET |
| (1)
UNLESS OTHERWISE INDICATED, ALL TRANSACTIONS WERE
EFFECTED |
| ON
THE NASDAQ GLOBAL MARKET. |
| (2)
PRICE EXCLUDES COMMISSION. |

12