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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) OCTOBER 24, 2007
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 (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) NUMBER) IDENTIFICATION NO.)
TWO PARAGON DRIVE, MONTVALE, NJ 07645
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (201) 573-9700
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):
[ ] 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
As we have previously noted in our Current Report on Form 8-K dated August 24,
2007, our Annual Report on Form 10-K for the fiscal year ended February 24, 2007
(the "Form 10-K") has been revised to reflect, the reclassification of revenues
and expenses of our supermarkets in the Greater New Orleans area as discontinued
operations in accordance with Statement of Financial Accounting Standards No.
144, Accounting for the Impairment or Disposal of Long-lived Assets ("SFAS
144"). In addition, we revised our reportable segments to reflect our operations
by geographic region. Our revised segments, as reported in the August 24, 2007
Form 8-K, were the Northeast, Midwest, and our investment in Metro, Inc.
On April 24, 2007, we announced that, based upon unsatisfactory operating trends
and the need to devote resources to our expanding Northeast core business, we
were in negotiations for the potential sale of our non-core stores within our
Midwest operations, including inventory related to these stores. During the
quarterly period ended September 8, 2007, sale transactions for a majority of
these stores were completed, with final negotiations pending on one location.
Further, we ceased sales operations in all stores as of July 7, 2007. As such,
the criteria for reporting the Midwest segment as discontinued operations was
met during the quarterly period ended September 8, 2007.
We are filing this Current Report on Form 8-K to reclassify financial
information and disclosures for our supermarkets in the Midwest as discontinued
operations in accordance with SFAS 144. Accordingly, our segments reflected in
continuing operations are now comprised of the Northeast and our investment in
Metro, Inc. Financial information and disclosures previously set forth in
Current Report on Form 8-K dated August 24, 2007 have been reclassified in order
to be consistent with the current presentation. Under current Securities and
Exchange Commission ("SEC") Guidance, the same classification as discontinued
operations for the quarterly period ended September 8, 2007 required by SFAS 144
is also required for previously issued financial statements included in the Form
10-K if those financial statements are incorporated by reference in filings with
the SEC under the Securities Act of 1933, as amended, even though those
financial statements relate to periods prior to the operations being classified
as discontinued operations.
This report includes the following with respect to the periods presented in
the Form 10-K:
- Revised Selected Financial Data (Part II. Item 6);
- Revised Management's Discussion and Analysis of Financial Condition
and Results of Operations (Part II. Item 7); and
- Revised Financial Statements and Supplementary Data (Part II. Item 8).
The reclassification of A&P's stores in the Greater New Orleans area and
the Midwest as discontinued operations and the revision of our reportable
segments had no effect on the net income previously reported by A&P in the
audited financial statements contained in the Form 10-K.
This Form 8-K does not reflect events occurring after the filing of the
Form 10-K, and does not modify or update the disclosures therein, except as
required to reflect the changes for discontinued operations and segment
disclosures as described above. The information filed with this Form 8-K should
be read together with the Form 10-K (except for Items 6, 7 and 8 which are
contained in this report) and A&P's subsequent SEC filings, including A&P's
Quarterly Reports on Form 10-Q for the periods ended June 16, 2007 and September
8, 2007.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
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23.1 Consent of Independent Registered Public Accounting Firm from
PricewaterhouseCoopers LLP
23.2 Consent of Independent Auditors from Ernst & Young LLP
99.1 Revised Selected Financial Data; revised Management's Discussion and
Analysis of Financial Condition and Results of Operations; and Revised
Financial Statements and Supplementary Data for the years ended February
24, 2007, February 25, 2006 and February 26, 2005
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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, thereunto duly authorized.
The Great Atlantic & Pacific Tea
Company, Inc.
(Registrant)
October 24, 2007 By:/s/Allan Richards
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Name: Allan Richards
Title: Senior Vice President, Human
Resources, Labor Relations, Legal
Services & Secretary
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