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
December 20, 2001
Date of Report (Date of earliest event reported)
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 (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
2 Paragon Drive, Montvale, New Jersey 07645
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (201) 573-9700
-------------
None
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report.)
Item 7. Financial Statements and Exhibits.
---------------------------------
(c) Exhibits. The following exhibits are filed with this
report and incorporated by reference in this report:
Number Description
- ------ -----------
1 Underwriting Agreement dated December 14, 2001 among The Great
Atlantic & Pacific Tea Company, Inc. and Lehman Brothers,
Inc., Goldman, Sachs & Co., Morgan Stanley & Co. Incorporated
and Scotia Capital (USA) Inc., relating to the issuance of
$275,000,000 aggregate principal amount of 9 1/8% Senior Notes
due 2011
4.1 Form of Second Supplemental Indenture to be dated as of
December 20, 2001 among the Great Atlantic & Pacific Tea
Company, Inc., as Issuer, and JPMorgan Chase Bank, as Trustee,
relating to the 9 1/8% Senior Notes due 2011
4.2 Form of Global Note (included in Exhibit 4.1)
5.1 Opinion of Cahill Gordon & Reindel
23.1 Consent of Cahill Gordon & Reindel (included in Exhibit 5.1)
23.2 Consent of Deloitte & Touche LLP
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.
Date: December 20, 2001 By: /s/ William P. Costantini
--------------------------------------------
Name: William P. Costantini
Title: Senior Vice President,
General Counsel and
Secretary
EXHIBIT INDEX
Number Description
- ------ -----------
1 Underwriting Agreement dated December 14, 2001 among The Great
Atlantic & Pacific Tea Company, Inc. and Lehman Brothers,
Inc., Goldman, Sachs & Co., Morgan Stanley & Co. Incorporated
and Scotia Capital (USA) Inc., relating to the issuance of
$275,000,000 aggregate principal amount of 9 1/8% Senior Notes
due 2011
4.1 Form of Second Supplemental Indenture to be dated as of
December 20, 2001 among the Great Atlantic & Pacific Tea
Company, Inc., as Issuer, and JPMorgan Chase Bank, as Trustee,
relating to the 9 1/8% Senior Notes due 2011
4.2 Form of Global Note (included in Exhibit 4.1)
5.1 Opinion of Cahill Gordon & Reindel
23.1 Consent of Cahill Gordon & Reindel (included in Exhibit 5.1)
23.2 Consent of Deloitte & Touche LLP