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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 18, 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 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 2.02 REGULATION FD DISCLOSURE
On October 18, 2005, The Great Atlantic & Pacific Tea Company, Inc. issued a
press release announcing its financial results for the fiscal 2005 second
quarter ended September 10, 2005. A copy of the press release is attached as
Exhibit 99.1 to this Current Report.
In accordance with General Instruction B.2 of Form 8-K, the information
furnished in this Item 2.02 shall not be deemed "filed" for purposes of Section
18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to
the liabilities of that section, nor shall such information be deemed
incorporated by reference in any filing under the Securities Act of 1933, as
amended, except as shall be expressly set forth by specific reference in such a
filing.
To supplement the consolidated financial results as determined in accordance
with generally accepted accounting principles ("GAAP"), the press release
presents non-GAAP financial measures for "EBITDA." EBITDA is defined as earnings
before interest, taxes, depreciation, amortization, minority interest,
discontinued operations and cumulative effect of change in accounting
principles. Management believes that the use of such non-GAAP financial measures
enables the Company to convey a useful and informative financial picture to
investors. The non-GAAP measure "EBITDA" reflects a measure that the Company
believes is of interest to investors. As required by the Securities and Exchange
Commission, EBITDA is reconciled to Net Cash provided by Operating Activities on
Schedule 1 of the release.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
Exhibit 99.1 Press Release of The Great Atlantic & Pacific Tea Company, dated
October 18, 2005.
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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.
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
Dated: October 18, 2005
INDEX TO EXHIBITS
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
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99.1 Press release of The Great Atlantic & Pacific Tea Company, Inc.,
dated October 18, 2005