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
June 6, 2008 (June 5, 2008)
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 2.04. Triggering Events That Accelerate or Increase a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet
Arrangement.
As previously disclosed by the Great Atlantic & Pacific Tea
Company, Inc., (the "Company" or "A&P") in its Current Report on Form 8-K/A
filed with the SEC on May 7, 2008, Yucaipa Corporate Initiatives Fund I, L.P.,
Yucaipa American Alliance Fund I, L.P. and Yucaipa American Alliance (Parallel)
Fund I, L.P. (collectively "the Yucaipa Investors") exercised all of the Series
A Warrants issued to the Yucaipa Investors pursuant to the Amended and Restated
Warrant Agreement (the "Warrant Agreement") in connection with A&P's acquisition
of Pathmark Stores ("Pathmark"). Under the terms of the Warrant Agreement, A&P
had twenty (20) business days from the exercise date to deliver to the Yucaipa
Investors, at A&P's election, cash, shares of A&P common stock, or a combination
thereof, in settlement of the Series A Warrants. On June 5, 2008, the Company
settled the Series A Warrants for approximately $45.7 million in cash. The cash
paid to the Yucaipa Investors was borrowed by the Company under its existing
revolving credit facility, a copy of which is filed as Exhibit 10.45 to the
Company's Form 10-Q filed on January 8, 2008.
Item 8.01. Other Events.
On June 5, 2008, the Company issued a press release regarding
the cash settlement of the Series A Warrants described in Item 2.04 above. A
copy of that press release is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
Item 9.01. Exhibits.
(c) Exhibits. The following exhibit is filed herewith:
Exhibit No. Description
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99.1 Press Release
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: June 6, 2008
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
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99.1 Press Release
Exhibit 99.1
News
The Great Atlantic & Pacific Tea Company, Inc.
2 Paragon Drive
Montvale, NJ 07645
Investor contact: William J. Moss
Vice President, Treasurer
(201) 571-4019
Press contact: Lauren La Bruno
Senior Director, Public Relations
(201) 571-4495
THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC. ANNOUNCES
CASH SETTLEMENT OF SERIES A WARRANTS
MONTVALE, NJ - June 5, 2008 - The Great Atlantic & Pacific Tea Company, Inc.
(A&P, NYSE Symbol: GAP) announced it settled in cash totaling $45.7 million,
the 4,657,378 Series A Warrants, issued in connection with the acquisition of
Pathmark. These warrants were exercised by Yucaipa Corporate Initiatives Fund I,
L.P., Yucaipa American Alliance Fund I, L.P. and Yucaipa American Alliance
(Parallel) Fund I, L.P. (collectively "the Yucaipa Investors") on May 7, 2008.
Based on many factors including the successful integration of Pathmark, future
benefits from synergies, positive business momentum and the continued success of
store format roll-outs, the Company has opted to settle these Warrants in cash
rather than issuing additional common shares.
Founded in 1859, A&P is one of the nation's first supermarket chains. The
Company operates 447 stores in 8 states and the District of Columbia under the
following trade names: A&P, Waldbaum's, Pathmark, Best Cellars, The Food
Emporium, Super Foodmart, Super Fresh and Food Basics.
This release contains forward-looking statements about the future performance of
the Company, which are based on Management's assumptions and beliefs in light of
the information currently available to it. The Company assumes 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:
competitive practices and pricing in the food industry generally and
particularly in the Company's principal markets; the Company's relationships
with its 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 the Company's cost of capital and the
ability of the Company to access capital; supply or quality control problems
with the Company's vendors; and changes in economic conditions which affect the
buying patterns of the Company's customers; the failure to successfully
integrate Pathmark's business and operations and realize synergies in the
expected time frame.