UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 27, 2007
PATHMARK STORES, INC.
(Exact name of registrant as specified in its charter)
Delaware |
| 001-05287 |
| 22-2879612 |
(State or other jurisdiction |
| (Commission |
| (IRS Employer |
of incorporation) |
| File Number) |
| Identification Number) |
200 Milik Street
Carteret, New Jersey 07008
(Address and zip code of principal executive offices)
(732) 499-3000
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
____________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
x | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01. Other Events.
As previously disclosed, on March 4, 2007, Pathmark Stores, Inc., a Delaware corporation (“Pathmark”), entered into a definitive Agreement and Plan of Merger (the “Merger Agreement”) with The Great Atlantic & Pacific Tea Company, Inc. (“A&P”) and Sand Merger Corp., a wholly owned subsidiary of A&P (“Merger Sub”), pursuant to which A&P will acquire Pathmark through the merger of Merger Sub with and into Pathmark (the “Merger”).
On June 27, 2007, Pathmark, A&P and Merger Sub entered into a side letter clarifying the terms of the Merger Agreement with respect to the calculation of the consideration to be paid to Pathmark stockholders in lieu of any fractional shares of A&P common stock that would otherwise be received as part of the merger consideration. The description of the side letter contained in this Current Report on Form 8-K is qualified in its entirety by the text of such side letter, which is incorporated by reference herein and attached hereto as Exhibit 4.1.
Forward Looking Statements
Except for historical information contained herein, the matters discussed in this report are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements relate to, among other things, operating costs, stock-based compensation expense, earnings estimates, Adjusted EBITDA, sales, same-store sales and capital expenditures and are indicated by words or phrases such as “anticipates,” “believe,” “expects,” “forecasts,” “guidance,” “intends,” “may,” “ongoing,” “plans,” “projects,” “will” and similar words and phrases. By their nature, such forward-looking statements are subject to risks, uncertainties and other factors, which are, in many instances, beyond our control, that could cause actual results to differ materially from future results expressed or implied by such forward-looking statements. These statements are based on management’s assumptions and beliefs in the light of information currently available to it and assume no significant changes in general economic trends, consumer confidence or other risk factors that may affect the forward-looking statements. Pathmark expressly disclaims any current intention to update the information contained herein. Factors that may affect results include changes in business and economic conditions generally and in Pathmark’s operating areas, the competitive environment in which Pathmark operates, results of our merchandising, operating and cost reduction initiatives, medical and pension costs and other risks detailed from time to time in Pathmark’s reports and filings available from the Securities and Exchange Commission (the “SEC”). You should not place undue reliance on forward-looking statements, which speak only as of the date they are made.
Additional Information and Where to Find It
In connection with the Merger, Pathmark and A&P intend to file with the SEC relevant materials, including a joint proxy statement/prospectus. INVESTORS ARE URGED TO READ THESE MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT PATHMARK, A&P AND THE MERGER. The final joint proxy statement/prospectus will be mailed to the stockholders of A&P and Pathmark. The joint proxy statement/prospectus and other relevant materials (when they become available), and any other documents filed by Pathmark or A&P with the SEC, may be obtained free of charge at the SEC’s web site at www.sec.gov. In addition, investors may obtain free copies of the documents filed with the SEC by (i) contacting Pathmark’s Investor Relations at (732) 499-3000, at 200 Milik Street, Carteret, NJ 07008, or by accessing Pathmark’s Investor Relations website; or (ii) contacting A&P’s Investor Relations at (201) 571-4537, at Box 418, 2 Paragon Drive, Montvale, NJ 07645, or by accessing A&P’s Investor Relations website. Investors are urged to read the joint proxy statement/prospectus and other related materials when they become available before making any voting or investment decisions with respect to the Merger.
Item 9.01. Financial Statements and Exhibits.
(d) | Exhibits | |
| 4.1 | Side Letter Agreement re: Payment for Fractional Shares, between Pathmark Stores, Inc., The Great Atlantic & Pacific Tea Company, Inc. and Sand Merger Corp., dated June 27, 2007. |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| PATHMARK STORES, INC. |
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Dated: June 27, 2007 | By: | /s/ Marc A. Strassler |
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| Name: | Marc A. Strassler | |||
| Title: | Senior Vice President, Secretary and General Counsel | |||
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