UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                              --------------------

                                 SCHEDULE 13E-3

                        RULE 13e-3 TRANSACTION STATEMENT
        (Pursuant to Section 13(e) of the Securities Exchange Act of 1934
                           and Rule 13e-3 thereunder)

                                (Amendment No. 2)

                              --------------------

                          FOODARAMA SUPERMARKETS, INC.
                                (Name of Issuer)

                              --------------------

                              SAKER HOLDINGS CORP.
                                 JOSEPH J. SAKER
                                RICHARD J. SAKER
                              JOSEPH J. SAKER, JR.
                                 THOMAS A. SAKER
                      JOSEPH SAKER FAMILY PARTNERSHIP, L.P.
                      (Name of Person(s) Filing Statement)

                              --------------------

                     Common Stock, par value $1.00 per share
                         (Title of Class of Securities)

                                    344820105
                      (CUSIP Number of Class of Securities)

                                 Michael Shapiro
                             Chief Financial Officer
                                 922 Highway 33
                               Building 6, Suite l
                           Freehold, New Jersey 07728
                                 (732) 294-2270
(Name, Address and Telephone Numbers of Person Authorized to Receive Notices and
            Communications on Behalf of the Persons Filing Statement)

                                 With a Copy to:
                              John A. Aiello, Esq.
                        Giordano, Halleran & Ciesla, P.C.
                               125 Half Mile Road
                                  P.O. Box 190
                          Middletown, New Jersey 07748
                                 (732) 741-3900



This statement is filed in connection with (check the appropriate box):

a.    |_|   The filing of solicitation materials or an information statement
            subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the
            Securities Exchange Act of 1934.

b.    |_|   The filing of a registration statement under the Securities Act of
            1933.

c.    |X|   A tender offer.

d.    |_|   None of the above.

      Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary copies: |_|

      Check the following box if the filing is a final amendment reporting the
results of the transaction: |_|

                            CALCULATION OF FILING FEE

Transaction Valuation (1)                      Amount of Filing Fee (2)
---------------------                          --------------------
$27,303,745                                    $2,922

(1)   Estimated for purposes of calculating filing fee only. This calculation
      assumes the purchase of 511,165 shares of common stock of Foodarama
      Supermarkets, Inc. at the tender offer price of $53 per share of common
      stock. The transaction value also takes into account 4,000 stock options
      outstanding not held by the filing persons listed above.

(2)   The amount of the filing fee, calculated in accordance with Rule 0-11 of
      the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory No.
      5 for fiscal year 2006 issued by the Securities and Exchange Commission,
      equals $107.00 per million of transaction value, or $2,922.

|X|   Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
      and identify the filing with which the offsetting fee was previously paid.
      Identify the previous filing by registration statement number, or the Form
      or Schedule and the date of its filing.

      Amount Previously Paid: $2,922

      Form or Registration No.: Schedule TO

      Filing Party:  Saker Holdings Corp.  Gloria Saker
                     Richard J. Saker      Nadine Saker Mockler
                     Joseph J. Saker       Denise Saker Marder
                     Joseph J. Saker, Jr.  Richard James Saker
                     Thomas A. Saker       Joseph Saker Family Partnership, L.P.

      Date Filed: May 9, 2006



                                  INTRODUCTION

      This Amendment No. 2 to Rule 13e-3 Transaction Statement on Schedule 13E-3
(this "Amendment")  amends and supplements the Rule 13e-3 Transaction  Statement
on Schedule 13E-3 (the "Schedule  13E-3") filed with the Securities and Exchange
Commission  (the  "SEC") on June 1,  2006,  as  amended  by  Amendment  No. 1 to
Schedule  13E-3 filed with the SEC on June 16,  2006.  This  Amendment  is being
filed by Saker Holdings Corp. (the "Purchaser"),  a Delaware  corporation formed
by a  purchaser  group  consisting  of Richard  J.  Saker,  President  and Chief
Executive  Officer of  Foodarama  Supermarkets,  Inc.  ("Foodarama"),  Joseph J.
Saker,  Chairman of Foodarama,  Joseph J. Saker,  Jr.,  Senior Vice  President -
Marketing and  Advertising  and Secretary of  Foodarama,  Thomas A. Saker,  Vice
President of Store  Operations  of Foodarama,  Joseph Saker Family  Partnership,
L.P. and four other members of the family of Joseph J. Saker (collectively,  the
"Purchaser Group"), and certain members of the Purchaser Group.

      This  Amendment  relates to the offer by  Purchaser to purchase all of the
outstanding  shares of Foodarama  common  stock,  $1.00 par value per share (the
"Shares"),  not currently  owned by the Purchaser  Group,  at a price of $53 per
Share,  in cash,  upon the terms and subject to the  conditions set forth in the
Offer to  Purchase  (the  "Offer to  Purchase"),  which is  attached  as Exhibit
(a)(1)(i) to Amendment No. 2 to Tender Offer Statement on Schedule TO filed with
the SEC on June 16, 2006 by the Purchaser and the Purchaser Group (the "Schedule
TO"),  and the related  Letter of  Transmittal,  attached to the  Schedule TO as
Exhibit  (a)(1)(ii) (the "Letter of Transmittal") (the Offer to Purchase and the
Letter of Transmittal  collectively  constitute the "Tender Offer").  The Tender
Offer is being made in connection with a "going private"  transaction which will
result in Foodarama ceasing to be a publicly traded company.

      The  information  set  forth  in the  Offer  to  Purchase,  including  all
appendices thereto,  is expressly  incorporated by reference into this Amendment
in its entirety,  and responses to each item in this  Amendment are qualified in
their entirety by the provisions of the Offer to Purchase.


                                       3


Item 15. Additional Information.

      (b)   Other Material Information.

      This Amendment  hereby amends and supplements the Schedule 13E-3 by adding
the following disclosure for Item 15 thereof:

      On July 20,  2006,  Foodarama  and the  Purchaser  issued a press  release
announcing the results of the Tender Offer.  Based upon preliminary  information
provided by American  Stock  Transfer & Trust  Company,  the  depositary for the
Tender Offer, a total of 416,666 Shares were validly  tendered (and not properly
withdrawn) in the Tender Offer prior to the Tender  Offer's  expiration at 12:00
midnight on July 19, 2006.  These  Shares,  together with all shares held by the
members of the Purchaser Group,  represent  approximately 91% of the outstanding
common stock of Foodarama.

      Foodarama  also announced  that at a special  meeting of its  shareholders
held on July  19,  2006,  Foodarama's  shareholders  approved  a share  exchange
between   Foodarama  and  its  wholly  owned  subsidiary,   FSM-Delaware,   Inc.
("FSM-Delaware"),  which had been proposed in connection  with the Tender Offer.
As a result  of these  events,  Purchaser  expects  that all  conditions  to the
purchase of shares in the Tender Offer will soon be satisfied and plans to close
the  financing it has arranged to purchase the Shares in the Tender Offer and to
proceed  to accept  and  promptly  pay for the  Shares  tendered  for  purchase.
Immediately  after the Tender Offer is completed,  Foodarama  will implement the
share exchange whereby each outstanding  share of Foodarama common stock will be
exchanged for one share of common stock of FSM-Delaware. The share exchange will
be immediately  followed by the merger of FSM-Delaware  with and into Purchaser.
Shareholders  of Foodarama who did not tender shares in the Tender Offer,  other
than the members of the Purchaser Group,  will receive $53 per share in cash for
the shares of FSM-Delaware they receive in the share exchange,  subject to their
right to seek  appraisal  rights under  Delaware law.  These  transactions  will
result in Foodarama  becoming a wholly owned subsidiary of Purchaser and ceasing
to be a publicly traded company.

      The full text of the  press  release  is filed as  Exhibit  (a)(1)(xi)  to
Amendment No. 3 to Schedule TO, filed by the  Purchaser and the Purchaser  Group
with the SEC on July 20, 2006.

Item 16. Exhibits.

Exhibit No.       Description.
-----------       ------------

(a)(1)(i)         Offer  to  Purchase,  incorporated  by  reference  to  Exhibit
                  (a)(1)(i)  to  Amendment  No. 2 to Schedule  TO,  filed by the
                  Purchaser  and the  Purchaser  Group  with the SEC on June 16,
                  2006.

(a)(1)(ii)        Letter of  Transmittal,  incorporated  by reference to Exhibit
                  (a)(1)(ii)  to  Amendment  No. 2 to Schedule  TO, filed by the
                  Purchaser  and the  Purchaser  Group  with the SEC on June 16,
                  2006.


                                       4


(a)(1)(iii)       Notice of Guaranteed  Delivery,  incorporated  by reference to
                  Exhibit  (a)(1)(iii)  to Amendment No. 2 to Schedule TO, filed
                  by the Purchaser and the Purchaser  Group with the SEC on June
                  16, 2006.

(a)(1)(iv)        Letter of Information  from the Information  Agent to Brokers,
                  Dealers, Commercial Banks, Trust Companies and Other Nominees,
                  incorporated  by reference to Exhibit  (a)(1)(iv) to Amendment
                  No. 2 to Schedule TO, filed by the Purchaser and the Purchaser
                  Group with the SEC on June 16, 2006.

(a)(1)(v)         Letter to  Clients  for use by  Brokers,  Dealers,  Commercial
                  Banks,  Trust  Companies and Other  Nominees,  incorporated by
                  reference to Exhibit  (a)(1)(v) to Amendment No. 2 to Schedule
                  TO, filed by the Purchaser  and the  Purchaser  Group with the
                  SEC on June 16, 2006.

(a)(1)(vi)        Guidelines for Certification of Taxpayer Identification Number
                  on Substitute  Form W-9,  incorporated by reference to Exhibit
                  (a)(1)(vi)  to  Amendment  No. 2 to Schedule  TO, filed by the
                  Purchaser  and the  Purchaser  Group  with the SEC on June 16,
                  2006.

(a)(1)(vii)       Letter to  Shareholders,  incorporated by reference to Exhibit
                  (a)(1)(vii)  to  Amendment  No. 2 to Schedule TO, filed by the
                  Purchaser  and the  Purchaser  Group  with the SEC on June 16,
                  2006.

(a)(1)(viii)      Press  Release  issued by  Foodarama  relating  to the  Tender
                  Offer,  incorporated  by reference to Exhibit 99.2 to Schedule
                  TO, filed by the Purchaser  and the  Purchaser  Group with the
                  SEC on December 2, 2005.

(a)(1)(ix)        Proposal   Letter  to  Foodarama,   dated  December  1,  2005,
                  incorporated  by  reference  to Exhibit  99.1 to Schedule  TO,
                  filed by the Purchaser and the Purchaser Group with the SEC on
                  December 2, 2005.

(a)(1)(x)         Press  Release   issued  by  the  Purchaser   announcing   the
                  commencement of the Tender Offer, incorporated by reference to
                  Exhibit  (a)(1)(x) to Amendment No. 2 to Schedule TO, filed by
                  the Purchaser and the Purchaser Group with the SEC on June 16,
                  2006.

(a)(1)(xi)        Press Release issued by Foodarama and the Purchaser announcing
                  the results of the Tender  Offer and the approval of the share
                  exchange,  incorporated by reference to Exhibit  (a)(1)(xi) to
                  Amendment No. 3 to Schedule TO, filed by the Purchaser and the
                  Purchaser Group with the SEC on July 20, 2006.

(a)(4)            Proxy  Statement/Prospectus,  incorporated by reference to the
                  Proxy  Statement/Prospectus  contained in  Amendment  No. 3 to
                  Registration Statement on Form S-4, filed by FSM-Delaware with
                  the SEC on June 13, 2006.


                                       5


(b)               Amended and Restated  Commitment Letter,  dated as of November
                  23, 2005, issued by GMAC Commercial Finance LLC,  incorporated
                  by  reference  to Exhibit (b) to  Amendment  No. 3 to Schedule
                  13E-3,  filed by Foodarama,  the Purchaser and certain members
                  of the Purchaser Group with the SEC on June 13, 2006.

(c)(1)            Fairness Opinion of William Blair & Company LLC,  incorporated
                  by  reference  to  Annex B to the  Proxy  Statement/Prospectus
                  contained in Amendment No. 3 to Registration Statement on Form
                  S-4,  filed  by  FSM-Delaware,  Inc.  with the SEC on June 13,
                  2006.

(c)(2)            Materials  presented to the Special Committee by William Blair
                  & Company in connection  with the March 2, 2006 meeting of the
                  Special Committee, incorporated by reference to Exhibit (c)(2)
                  to Amendment No. 1 to Schedule 13E-3, filed by Foodarama,  the
                  Purchaser and certain  members of the Purchaser Group with the
                  SEC on May 8, 2006.

(c)(3)            Materials  dated  January  27, 2006  presented  to the Special
                  Committee by William  Blair & Company in  connection  with the
                  January 30, 2006 conference  call with the Special  Committee,
                  incorporated by reference to Exhibit (c)(3) to Amendment No. 3
                  to Schedule  13E-3,  filed by  Foodarama,  the  Purchaser  and
                  certain  members of the  Purchaser  Group with the SEC on June
                  13, 2006.

(c)(4)            Materials  dated  January  20, 2006  presented  to the Special
                  Committee by William  Blair & Company in  connection  with the
                  January   23,   2006   meeting  of  the   Special   Committee,
                  incorporated by reference to Exhibit (c)(4) to Amendment No. 3
                  to Schedule  13E-3,  filed by  Foodarama,  the  Purchaser  and
                  certain  members of the  Purchaser  Group with the SEC on June
                  13, 2006.

(d)(1)            Agreement and Plan of Share Exchange,  dated March 2, 2006, by
                  and  between  Foodarama  and  FSM-Delaware,   incorporated  by
                  reference  to  Annex  A  to  the  Proxy   Statement/Prospectus
                  contained in Amendment No. 3 to Registration Statement on Form
                  S-4,  filed  by  FSM-Delaware,  Inc.  with the SEC on June 13,
                  2006.

(d)(2)(i)         Tender Offer and Support Agreement, dated as of March 2, 2006,
                  between Foodarama and Purchaser,  incorporated by reference to
                  Exhibit  99.2 to the report on Form 8-K/A  filed by  Foodarama
                  with the SEC on March 27, 2006.


                                       6


(d)(2)(ii)        First Amendment to Tender Offer and Support  Agreement,  dated
                  June  7,  2006,  by  and  between   Foodarama  and  Purchaser,
                  incorporated  by reference to Exhibit  (d)(2)(ii) to Amendment
                  No. 3 to Schedule 13E-3, filed by Foodarama, the Purchaser and
                  certain  members of the  Purchaser  Group with the SEC on June
                  13, 2006.

(d)(3)            Form  of  Agreement  and  Plan  of  Merger,   by  and  between
                  FSM-Delaware and Purchaser, incorporated by reference to Annex
                  D to the Proxy Statement/Prospectus contained in Amendment No.
                  3 to Registration Statement on Form S-4, filed by FSM-Delaware
                  with the SEC on June 13, 2006.

(d)(4)            Custody Agreement and Limited Power of Attorney,  by and among
                  Purchaser and members of the Purchaser Group,  incorporated by
                  reference  to Exhibit  (d)(4) to  Amendment  No. 1 to Schedule
                  13E-3 filed by Foodarama, the Purchaser and certain members of
                  the Purchaser Group with the SEC on May 8, 2006.

(d)(5)            Custody  Agreement,  by and among Purchaser and members of the
                  Purchaser  Group,  incorporated by reference to Exhibit (d)(5)
                  to Amendment No. 1 to Schedule  13E-3 filed by Foodarama,  the
                  Purchaser and certain  members of the Purchaser Group with the
                  SEC on May 8, 2006.

(d)(6)            Exchange  Agreement,   dated  March  2,  2006,  by  and  among
                  Purchaser and members of the Purchaser Group,  incorporated by
                  reference  to Exhibit  (d)(6) to  Amendment  No. 1 to Schedule
                  13E-3 filed by Foodarama, the Purchaser and certain members of
                  the Purchaser Group with the SEC on May 8, 2006.

(d)(7)            Amendment No. 1 to Exchange  Agreement,  dated March 17, 2006,
                  by and among  Purchaser  and members of the  Purchaser  Group,
                  incorporated by reference to Exhibit (d)(7) to Amendment No. 1
                  to  Schedule  13E-3  filed by  Foodarama,  the  Purchaser  and
                  certain  members of the Purchaser Group with the SEC on May 8,
                  2006.

(f)               Section  262 of the  Delaware  Business  Corporation  Act  Re:
                  Appraisal Rights of Stockholders, incorporated by reference to
                  Schedule A to the Offer to Purchase.

(g)               None.


                                       7


                                    SIGNATURE

      After due 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:  July 20, 2006                    Saker Holdings Corp.


                                     By:  /s/ Richard J. Saker
                                         ---------------------------------------
                                   Name: Richard J. Saker
                                  Title: President and Chief Executive Officer


                                          /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

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


                                     By:  /s/ Richard J. Saker
                                         ---------------------------------------
                                   Name: Richard J. Saker
                                  Title: President



                                  EXHIBIT INDEX

Exhibit No.       Description.
----------        -----------

(a)(1)(i)         Offer  to  Purchase,  incorporated  by  reference  to  Exhibit
                  (a)(1)(i)  to  Amendment  No. 2 to Schedule  TO,  filed by the
                  Purchaser  and the  Purchaser  Group  with the SEC on June 16,
                  2006.

(a)(1)(ii)        Letter of  Transmittal,  incorporated  by reference to Exhibit
                  (a)(1)(ii)  to  Amendment  No. 2 to Schedule  TO, filed by the
                  Purchaser  and the  Purchaser  Group  with the SEC on June 16,
                  2006.

(a)(1)(iii)       Notice of Guaranteed  Delivery,  incorporated  by reference to
                  Exhibit  (a)(1)(iii)  to Amendment No. 2 to Schedule TO, filed
                  by the Purchaser and the Purchaser  Group with the SEC on June
                  16, 2006.

(a)(1)(iv)        Letter of Information  from the Information  Agent to Brokers,
                  Dealers, Commercial Banks, Trust Companies and Other Nominees,
                  incorporated  by reference to Exhibit  (a)(1)(iv) to Amendment
                  No. 2 to Schedule TO, filed by the Purchaser and the Purchaser
                  Group with the SEC on June 16, 2006.

(a)(1)(v)         Letter to  Clients  for use by  Brokers,  Dealers,  Commercial
                  Banks,  Trust  Companies and Other  Nominees,  incorporated by
                  reference to Exhibit  (a)(1)(v) to Amendment No. 2 to Schedule
                  TO, filed by the Purchaser  and the  Purchaser  Group with the
                  SEC on June 16, 2006.

(a)(1)(vi)        Guidelines for Certification of Taxpayer Identification Number
                  on Substitute  Form W-9,  incorporated by reference to Exhibit
                  (a)(1)(vi)  to  Amendment  No. 2 to Schedule  TO, filed by the
                  Purchaser  and the  Purchaser  Group  with the SEC on June 16,
                  2006.

(a)(1)(vii)       Letter to  Shareholders,  incorporated by reference to Exhibit
                  (a)(1)(vii)  to  Amendment  No. 2 to Schedule TO, filed by the
                  Purchaser  and the  Purchaser  Group  with the SEC on June 16,
                  2006.

(a)(1)(viii)      Press  Release  issued by  Foodarama  relating  to the  Tender
                  Offer,  incorporated  by reference to Exhibit 99.2 to Schedule
                  TO, filed by the Purchaser  and the  Purchaser  Group with the
                  SEC on December 2, 2005.

(a)(1)(ix)        Proposal   Letter  to  Foodarama,   dated  December  1,  2005,
                  incorporated  by  reference  to Exhibit  99.1 to Schedule  TO,
                  filed by the Purchaser and the Purchaser Group with the SEC on
                  December 2, 2005.



(a)(1)(x)         Press  Release   issued  by  the  Purchaser   announcing   the
                  commencement of the Tender Offer, incorporated by reference to
                  Exhibit  (a)(1)(x) to Amendment No. 2 to Schedule TO, filed by
                  the Purchaser and the Purchaser Group with the SEC on June 16,
                  2006.

(a)(1)(xi)        Press Release issued by Foodarama and the Purchaser announcing
                  the results of the Tender  Offer and the approval of the share
                  exchange,  incorporated by reference to Exhibit  (a)(1)(xi) to
                  Amendment No. 3 to Schedule TO, filed by the Purchaser and the
                  Purchaser Group with the SEC on July 20, 2006.

(a)(4)            Proxy  Statement/Prospectus,  incorporated by reference to the
                  Proxy  Statement/Prospectus  contained in  Amendment  No. 3 to
                  Registration Statement on Form S-4, filed by FSM-Delaware with
                  the SEC on June 13, 2006.

(b)               Amended and Restated  Commitment Letter,  dated as of November
                  23,  2005,  issued by GMAC  Commercial  Finance LLC on June 6,
                  2006,  incorporated  by  reference to Exhibit (b) to Amendment
                  No. 3 to Schedule 13E-3, filed by Foodarama, the Purchaser and
                  certain  members of the  Purchaser  Group with the SEC on June
                  13, 2006.

(c)(1)            Fairness Opinion of William Blair & Company LLC,  incorporated
                  by  reference  to  Annex B to the  Proxy  Statement/Prospectus
                  contained in Amendment No. 3 to Registration Statement on Form
                  S-4,  filed  by  FSM-Delaware,  Inc.  with the SEC on June 13,
                  2006.

(c)(2)            Materials  dated  March  2,  2006  presented  to  the  Special
                  Committee by William  Blair & Company in  connection  with the
                  March 2, 2006 meeting of the Special  Committee,  incorporated
                  by reference to Exhibit  (c)(2) to Amendment No. 1 to Schedule
                  13E-3,  filed by Foodarama,  the Purchaser and certain members
                  of the Purchaser Group with the SEC on May 8, 2006.

(c)(3)            Materials  dated  January  27, 2006  presented  to the Special
                  Committee by William  Blair & Company in  connection  with the
                  January 30, 2006 conference  call with the Special  Committee,
                  incorporated by reference to Exhibit (c)(3) to Amendment No. 3
                  to Schedule  13E-3,  filed by  Foodarama,  the  Purchaser  and
                  certain  members of the  Purchaser  Group with the SEC on June
                  13, 2006.



(c)(4)            Materials  dated  January  20, 2006  presented  to the Special
                  Committee by William  Blair & Company in  connection  with the
                  January   23,   2006   meeting  of  the   Special   Committee,
                  incorporated by reference to Exhibit (c)(4) to Amendment No. 3
                  to Schedule  13E-3,  filed by  Foodarama,  the  Purchaser  and
                  certain  members of the  Purchaser  Group with the SEC on June
                  13, 2006.

(d)(1)            Agreement and Plan of Share Exchange,  dated March 2, 2006, by
                  and  between  Foodarama  and  FSM-Delaware,   incorporated  by
                  reference  to  Annex  A  to  the  Proxy   Statement/Prospectus
                  contained in Amendment No. 3 to Registration Statement on Form
                  S-4,  filed  by  FSM-Delaware,  Inc.  with the SEC on June 13,
                  2006.

(d)(2)(i)         Tender Offer and Support Agreement, dated as of March 2, 2006,
                  between Foodarama and Purchaser,  incorporated by reference to
                  Exhibit 99.2 to the report on Form 8-K/A filed by Foodarama on
                  March 27, 2006.

(d)(2)(ii)        First Amendment to Tender Offer and Support  Agreement,  dated
                  June  7,  2006,  by  and  between   Foodarama  and  Purchaser,
                  incorporated  by reference to Exhibit  (d)(2)(ii) to Amendment
                  No. 3 to Schedule 13E-3, filed by Foodarama, the Purchaser and
                  certain  members of the  Purchaser  Group with the SEC on June
                  13, 2006.

(d)(3)            Form  of  Agreement  and  Plan  of  Merger,   by  and  between
                  FSM-Delaware and Purchaser, incorporated by reference to Annex
                  D to the Proxy Statement/Prospectus contained in Amendment No.
                  3 to Registration Statement on Form S-4, filed by FSM-Delaware
                  with the SEC on June 13, 2006.

(d)(4)            Custody Agreement and Limited Power of Attorney,  by and among
                  Purchaser and members of the Purchaser Group,  incorporated by
                  reference  to Exhibit  (d)(4) to  Amendment  No. 1 to Schedule
                  13E-3 filed by Foodarama, the Purchaser and certain members of
                  the Purchaser Group with the SEC on May 8, 2006.

(d)(5)            Custody  Agreement,  by and among Purchaser and members of the
                  Purchaser  Group,  incorporated by reference to Exhibit (d)(5)
                  to Amendment No. 1 to Schedule  13E-3 filed by Foodarama,  the
                  Purchaser and certain  members of the Purchaser Group with the
                  SEC on May 8, 2006.



(d)(6)            Exchange  Agreement,   dated  March  2,  2006,  by  and  among
                  Purchaser and members of the Purchaser Group,  incorporated by
                  reference  to Exhibit  (d)(6) to  Amendment  No. 1 to Schedule
                  13E-3 filed by Foodarama, the Purchaser and certain members of
                  the Purchaser Group with the SEC on May 8, 2006.

(d)(7)            Amendment No. 1 to Exchange  Agreement,  dated March 17, 2006,
                  by and among  Purchaser  and members of the  Purchaser  Group,
                  incorporated by reference to Exhibit (d)(7) to Amendment No. 1
                  to  Schedule  13E-3  filed by  Foodarama,  the  Purchaser  and
                  certain  members of the Purchaser Group with the SEC on May 8,
                  2006.

(f)               Section  262 of the  Delaware  Business  Corporation  Act  Re:
                  Appraisal Rights of Stockholders, incorporated by reference to
                  Schedule A to the Offer to Purchase.

(g)               None.