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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
October 6, 2005
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 (I.R.S. Employer
incorporation or organization) file number) 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 1.02 Amendment of a Material Definitive Agreement
On October 6, 2005 the Board of Directors of The Great Atlantic & Pacific
Tea Company, Inc. (the "Company") increased to $8,000 the annual retainer paid
to each Board committee chair, except with respect to the chair of the Audit
Committee whose annual retainer was increased to $10,000. In addition, the Board
also established an annual retainer of $120,000 for the director designated by
the Board as the lead director. The Board actions were effective October 6,
2005.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On October 6, 2005, the Board of Directors of the Company approved amending
and restating the Company's by-laws. The amended and restated by-laws are
effective October 6, 2005 and reflect the following changes:
o Reducing the number of days' notice required for meetings of the
Company's Board of Directors from five days to one day, deleting
requirements specifying how and where notice of board meetings is to
be given and adding a provision specifying that attendance at a
meeting constitutes a waiver of the notice otherwise required for that
meeting.
o Providing that the Board of Directors may designate the Chairman of
the Board as an Executive Chairman of the Board and assign to him such
additional duties as the Board deems appropriate, and deleting that
the Chief Legal Officer is one of the expressly named officers.
o Clarifying that the Chairman of the Board is subject to the
supervision of the Board.
o Providing for the election of Senior Vice Presidents and such other
officers as the Board may deem appropriate.
o Clarifying that the Chief Executive Officer is an ex officio member of
certain committees, not including those with compensation or audit
responsibilities, only if a member of the Board.
o Non-substantively changing provisions to address consistency in the
use of terms and matters of form.
A copy of the Company's amended and restated by-laws is filed as Exhibit
3.1 hereto and incorporated by reference herein
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits. The following exhibit is filed herewith:
Exhibit No. Description
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3.1 Amended and Restated By-Laws
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: October 11, 2005
THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.
By: /s/ Mitchell P. Goldstein
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Name: Mitchell P. Goldstein
Title: Executive Vice President,
Chief Financial Officer & Secretary
EXHIBIT INDEX
Exhibit No. Description
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3.1 Amended and Restated By-Laws