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
August 8, 2007
Date of Report (Date of earliest event reported)
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THE GREAT ATLANTIC & PACIFIC
TEA COMPANY, INC.
(Exact name of registrant as specified in its charter)
Maryland 1-4141 13-1890974
(State or other jurisdiction of (Commission file number) (I.R.S. Employer
incorporation or organization) Identification No.)
Two Paragon Drive
Montvale, New Jersey 07645
(Address of principal executive offices)
(201) 573-9700
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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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:
_ Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
_ Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
_ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d- 2(b))
_ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
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Item 8.01 Other Events
On August 8, 2007, The Great Atlantic & Pacific Tea Company, Inc. (the
"Company"), issued a press release announcing that on August 7, 2007, A&P and
Pathmark Stores Inc. entered into an agreement with the Federal Trade
Commission ("FTC") providing that, subject to certain conditions, A&P and
Pathmark will not consummate A&P's acquisition of Pathmark prior to 11:59 p.m.
on September 25, 2007. A copy of the press release is attached hereto as Exhibit
99.1.
(c) Exhibits. The following exhibit is filed herewith:
Exhibit No. Description
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99.1 Press Release dated August 8, 2007
SIGNATURES
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.
Dated: August 8, 2007
THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.
By: /s/ Allan Richards
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Allan Richards, Senior Vice President,
Human Resources, Labor Relations, Legal
Services & Secretary
EXHIBIT INDEX
Exhibit No. Description
99.1 Press release dated August 8, 2007
Exhibit 99.1
A&P CONTACTS
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Investors:
William J. Moss, Vice President, Treasurer
(201) 571-4019
Press:
Richard De Santa, Senior Director, Communications
(201) 571-4495
A&P, Pathmark Enter into Extension of Timing Agreement with the FTC
MONTVALE, N.J. (August 8, 2007) -- The Great Atlantic & Pacific Tea Company,
Inc. (A&P) (NYSE:GAP) announced that on August 7, 2007, A&P and Pathmark Stores
Inc. (Pathmark) (NASDAQ:PTMK) entered into an agreement with the Federal Trade
Commission ("FTC") providing that, subject to certain conditions, A&P and
Pathmark will not consummate A&P's acquisition of Pathmark prior to 11:59 p.m.
on September 25, 2007.
As previously disclosed, both Tengelmann (A&P's majority
shareholder) and Pathmark received Second Requests from the FTC on April 18,
2007, and subsequently entered into a timing agreement with the FTC. The
issuance of the Second Requests effectively extended the applicable waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR
Act"), during which A&P and Pathmark may not consummate the proposed
acquisition. Under the timing agreement, A&P and Pathmark agreed, subject to
certain conditions, that they would not consummate A&P's acquisition of Pathmark
for at least 60 days following the date that A&P and Pathmark substantially
comply with the Second Requests. A&P and Pathmark announced on July 16, 2007
that both parties had submitted certificates of substantial compliance to the
FTC on July 13, 2007.
A&P and Pathmark are continuing to cooperate with the FTC.
About The Great Atlantic & Pacific Tea Company, Inc.
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Founded in 1859, A&P is one of the nation's first supermarket chains. A&P
operates 337 stores in eight states and the District of Columbia under the
following trade names: A&P, Waldbaum's, The Food Emporium, Super Foodmart, Super
Fresh, Sav-A-Center and Food Basics. Additional information about A&P may be
found at its web site, www.aptea.com.
About Pathmark Stores Inc.
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Pathmark is a regional supermarket chain currently operating 141 supermarkets in
the New York, New Jersey and Philadelphia metropolitan areas. Additional
information about Pathmark may be found at its web site, www.pathmark.com.
This release contains forward-looking statements about the future performance of
A&P and Pathmark, which are based on management's assumptions and beliefs in
light of the information currently available to it. A&P and Pathmark assume no
obligation to update the information contained herein. These forward-looking
statements are subject to uncertainties and other factors that could cause
actual results to differ materially from such statements including, but not
limited to: statements about the anticipated closing of the merger and the
expected future business and financial performance of A&P and Pathmark resulting
from and following the merger; competitive practices and pricing in the food
industry generally and particularly in A&P's and Pathmark's principal markets;
A&P's and Pathmark's relationships with their employees and the terms of future
collective bargaining agreements; the costs and other effects of legal and
administrative cases and proceedings; the nature and extent of continued
consolidation in the food industry; changes in the financial markets which may
affect A&P's and Pathmark's cost of capital and the ability of A&P and Pathmark
to access capital; supply or quality control problems with A&P's and Pathmark's
vendors; and changes in economic conditions which affect the buying patterns of
A&P's and Pathmark's customers.
Additional Information and Where to Find It
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In connection with the acquisition of Pathmark by A&P, A&P filed with the SEC a
registration statement on Form S-4, containing a joint proxy
statement/prospectus and A&P intends to file other relevant materials regarding
the proposed transaction with the SEC. The final joint proxy
statement/prospectus will be mailed to the stockholders of A&P and Pathmark.
INVESTORS AND SECURITY HOLDERS OF A&P AND PATHMARK ARE URGED TO READ THE JOINT
PROXY STATEMENT/PROSPECTUS AND THE OTHER RELEVANT MATERIALS WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT A&P, PATHMARK
AND THE MERGER. The registration statement and joint proxy statement/prospectus
and other relevant materials (when they become available), and any other
documents filed by A&P and Pathmark with the SEC, may be obtained free of charge
at the SEC's web site at www.sec.gov. In addition, investors and security
holders may obtain free copies of the documents (when they are available) filed
with the SEC by A&P by directing a request to: The Great Atlantic & Pacific Tea
Company, Inc., 2 Paragon Drive, Montvale, NJ 07645, Attn: Investor Relations.
Investors and security holders may obtain free copies of the documents filed
with the SEC by Pathmark by contacting Pathmark Stores, Inc., 200 Milik Street,
Carteret, NJ 07008, Attn. Investor Relations.
A&P, Pathmark and their respective executive officers and directors may be
deemed to be participants in the solicitation of proxies in connection with the
merger. Information about the executive officers and directors of Pathmark and
the number of shares of Pathmark's common stock beneficially owned by such
persons is set forth in the proxy statement for Pathmark's 2007 Annual Meeting
of Stockholders which was filed with the SEC on May 11, 2007. Information about
the executive officers and directors of A&P and the number of shares of A&P's
common stock beneficially owned by such persons is set forth in the proxy
statement for A&P's 2007 Annual Meeting of Stockholders which was filed with the
SEC on May 25, 2007. Investors may obtain additional information regarding the
direct and indirect interests of Pathmark, A&P and their respective executive
officers and directors in the merger by reading the joint proxy
statement/prospectus regarding the merger when it becomes available.
This communication shall not constitute an offer to sell or the solicitation of
an offer to sell or the solicitation of an offer to buy any securities, nor
shall there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction.