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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
JANUARY 6, 2006
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 (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER
JURISDICTION OF IDENTIFICATION NO.)
INCORPORATION OR
ORGANIZATION)
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 2.0 REGULATION FD DISCLOSURE
On January 6, 2006, The Great Atlantic & Pacific Tea Company, Inc. issued a
press release announcing its financial results for the fiscal 2005 third quarter
and year to date results for the 12 and 40 weeks ended December 3, 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, equity
earnings of Metro, Inc., 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 January 6, 2006.
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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/ Brenda Galgano
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Name: Brenda Galgano
Title: Senior Vice President &
Chief Financial Officer
Dated: January 6, 2006
INDEX TO EXHIBITS
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
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99.1 Press release of The Great Atlantic & Pacific Tea Company, Inc.,
dated January 6, 2006