UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) December 3, 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 Number) I.R.S. Employer Identification No.)
incorporation or organization)
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))
Explanatory Paragraph
The Great Atlantic & Pacific Tea Company, Inc. (the "Company" or "A&P")
hereby amends this Current Report on Form 8-K, which was initially filed on
December 3, 2007, to include unaudited proforma condensed combined financial
informatin that gives effect to the merger of A&P and Pathmark Stores, Inc.
("Pathmark"). These financial statements are filed as Exhibit 99.4 to this
Current Report on Form 8-K. Except for the filing of the proforma financial
statements hereof, this Current Report on Form 8-K is not being amended or
updated in any other manner.
Item 8.01 Other Events
Pursuant to Article 11 of Regulation S-X, we are providing unaudited pro
forma condensed combined financial information. The merger transaction will be
accounted for using the purchase method of accounting, in accordance with
accounting principles generally accepted in the United States, with A&P as the
"acquirer" and Pathmark as the acquired company.
These pro forma financial statements and adjustments are based on
preliminary estimates and assumptions made by management and have been made
solely for purposes of developing these pro forma financial statements for
illustrative purposes necessary to comply with the requirements of the SEC.
These pro forma financial statements are not necessarily indicative of the
results of operations that would have been achieved had the merger transaction
actually taken place at the dates indicated and do not purport to be indicative
of future financial position or operating results. The transaction was subject
to regulatory approval and accordingly access to information required to prepare
the pro forma financial statements was limited prior to consummation of the
merger on December 3, 2007. The actual results of the transaction reported by
the combined company in periods following the merger may differ from that
reflected in these pro forma financial statements depending on the actual amount
of Pathmark debt and equity outstanding at the closing date, the actual assets
acquired after potential required regulatory disposals, the actual interest rate
on new debt to be negotiated and the final fair values assigned to amortizing
assets and liabilities.
These pro forma financial statements should be read in conjunction with
A&P's and Pathmark's audited historical consolidated financial statements and
accompanying footnotes.
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)
December 6, 2007 By: /s/Allan Richards
----------------------------------------
Name: Allan Richards
Title: Senior Vice President, Human Resources,
Labor Relations, Legal Services & Secretary
EXHIBIT INDEX
-------------
99.4 Unaudited pro forma information filed herein