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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
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CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2) _____
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THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
New York 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 Park Avenue
New York, New York 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
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The Great Atlantic & Pacific Tea Company, Inc.
(Exact name of obligor as specified in its charter)
Maryland 13-1890974
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
2 Paragon Drive
Montvale, New Jersey 07645
(Address of principal executive offices) (Zip Code)
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Debt Securities
(Title of the indenture securities)
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Item 1. General Information.
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Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
New York State Banking Department, State House, Albany, New
York 12110. Board of Governors of the Federal Reserve
System, Washington, D.C. 20551 Federal Reserve Bank of New
York, District No. 2, 33 Liberty Street, New York, N.Y.
Federal Deposit Insurance Corporation, Washington, D.C.
20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
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If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
Item 16. List of Exhibits.
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List below all exhibits filed as a part of this Statement of
Eligibility.
1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the
Certificates of Amendment dated February 17, 1969, August 31,
1977, December 31, 1980, September 9, 1982, February 28, 1985,
December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No. 333-06249,
which is incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to
Commence Business (see Exhibit 2 to Form T-1 filed in
connection with Registration Statement No. 33-50010, which is
incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving
corporation, was renamed The Chase Manhattan Bank).
3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and
2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4
to Form T-1 filed in connection with Registration Statement
No. 333-76439, which is incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the
Act (see Exhibit 6 to Form T-1 filed in connection with
Registration Statement No. 33-50010, which is incorporated by
reference. On July 14, 1996, in connection with the merger of
Chemical Bank and The Chase Man-
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hattan Bank (National Association), Chemical Bank, the
surviving corporation, was renamed The Chase Manhattan
Bank).
7. A copy of the latest report of condition of the Trustee,
published pursuant to law or the requirements of its
supervising or examining authority.
8. Not applicable.
9. Not applicable.
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SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 11th day of August, 1999.
THE CHASE MANHATTAN BANK
By: /s/ Glenn G. McKeever
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Glenn G. McKeever
Vice President
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EXHIBIT 7 TO FORM T-1
BANK CALL NOTICE
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
THE CHASE MANHATTAN BANK
OF 270 PARK AVENUE, NEW YORK, NEW YORK 10017
AND FOREIGN AND DOMESTIC SUBSIDIARIES,
A MEMBER OF THE FEDERAL RESERVE SYSTEM,
AT THE CLOSE OF BUSINESS MARCH 31, 1999, IN
ACCORDANCE WITH A CALL MADE BY THE FEDERAL RESERVE BANK OF THIS
DISTRICT PURSUANT TO THE PROVISIONS OF THE FEDERAL RESERVE ACT.
Dollar Amounts
in Millions
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin..........$ 15,364
Interest-bearing balances................................... 3,811
Securities..........................................................
Held to maturity securities......................................... 1,084
Available for sale 49,894
securities..........................................................
Federal funds sold and securities purchased under agreements
to resell................................................... 27,638
Loans and lease financing receivables:
Loans and leases, net of unearned income....................$ 131,839
Less: Allowance for loan and lease losses................... 2,642
Less: Allocated transfer risk reserve....................... 0
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Loans and leases, net of unearned income, allowance,
and reserve............................................... 129,197
Trading Assets...................................................... 45,483
Premises and fixed assets (including capitalized leases)............ 3,124
Other real estate owned ............................................ 242
Investments in unconsolidated subsidiaries and associated companies. 171
Customers' liability to this bank on acceptances outstanding........ 974
Intangible assets .................................................. 2,017
Other assets........................................................ 12,477
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TOTAL ASSETS........................................................$ 291,476
LIABILITIES
Deposits
In domestic offices.........................................$ 102,273
Noninterest-bearing ........................................ 39,135
Interest-bearing ........................................... 63,138
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In foreign offices, Edge and Agreement, subsidiaries
and IBF's ................................................ 74,586
Noninterest-bearing.........................................$ 4,221
Interest-bearing............................................ 70,365
Federal funds purchased and securities sold under agreements to
repurchase.................................................. 41,039
Demand notes issued to the U.S. Treasury............................ 1,000
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Trading liabilities................................................. 32,929
Other borrowed money (includes mortgage indebtedness and
obligations under capitalized leases):
With a remaining maturity of one year or less............. 4,353
With a remaining maturity of more than one year
through three years.................................... 14
With a remaining maturity of more than three years........ 92
Bank's liability on acceptances executed and outstanding........... 974
Subordinated notes and debentures.................................. 5,427
Other liabilities.................................................. 9,684
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LIABILITIES........................................................ 272,371
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EQUITY CAPITAL
Perpetual preferred stock and related surplus...................... 0
Common stock....................................................... 1,211
Surplus (exclude all surplus related to preferred stock).......... 11,016
Undivided profits and capital reserves............................. 7,040
Net unrealized holding gains (losses) on available-for-sale
securities.................................................... (179)
Accumulated net gains (losses) on cash flow hedges................. 0
Cumulative foreign currency translation adjustments................ 17
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TOTAL EQUITY CAPITAL 19,105
TOTAL LIABILITIES AND EQUITY CAPITAL............................... $ 291,476
I, Joseph L. Sclafani, E.V.P. & Controller of the above-named bank, do
hereby declare that this Report of Condition has been prepared in conformance
with the instructions issued by the appropriate Federal regulatory authority and
is true to the best of my knowledge and belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to the correctness of this
Report of Condition and declare that it has been examined by us, and to the best
of our knowledge and belief has been prepared in conformance with the
instructions issued by the appropriate Federal regulatory authority and is true
and correct.
WALTER V. SHIPLEY )
THOMAS G. LABRECQUE ) DIRECTORS
WILLIAM B. HARRISON, JR. )
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