| SCHEDULE 13G | Page 1 of 16 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
The Great Atlantic & Pacific Tea Company, Inc.
| (Name of Issuer) |
Common Stock - $1 par value
| (Title of Class of Securities) |
390064103
| (CUSIP Number) |
August 25, 2009
| (Date of Event which Requires filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| SCHEDULE 13G | Page 2 of 16 |
CUSIP No. 390064103
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
DBD Cayman, Limited |
|||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x |
|||
| 3 | SEC USE ONLY
|
|||
| 4 | CITIZEN OR PLACE OF ORGANIZATION
Cayman Islands |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5 SOLE VOTING POWER
0 | |
| 6 SHARED VOTING POWER
3,874,750 | ||
| 7 SOLE DISPOSITIVE POWER
0 | ||
| 8 SHARED DISPOSITIVE POWER
3,874,750 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,874,750 |
|||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not Applicable |
|||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.7% |
|||
| 12 | TYPE OF REPORTING PERSON
OO (Cayman Islands Exempt Company) |
| SCHEDULE 13G | Page 3 of 16 |
CUSIP No. 390064103
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
TCG Holdings Cayman II, L.P. |
|||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x |
|||
| 3 | SEC USE ONLY
|
|||
| 4 | CITIZEN OR PLACE OF ORGANIZATION
Cayman Islands |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5 SOLE VOTING POWER
0 | |
| 6 SHARED VOTING POWER
3,874,750 | ||
| 7 SOLE DISPOSITIVE POWER
0 | ||
| 8 SHARED DISPOSITIVE POWER
3,874,750 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,874,750 |
|||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not Applicable |
|||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.7% |
|||
| 12 | TYPE OF REPORTING PERSON
PN (Cayman Islands Exempt Limited Partnership) |
| SCHEDULE 13G | Page 4 of 16 |
CUSIP No. 390064103
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
TC Group Cayman Investment Holdings, L.P. |
|||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x |
|||
| 3 | SEC USE ONLY
|
|||
| 4 | CITIZEN OR PLACE OF ORGANIZATION
Cayman Islands |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5 SOLE VOTING POWER
0 | |
| 6 SHARED VOTING POWER
3,874,750 | ||
| 7 SOLE DISPOSITIVE POWER
0 | ||
| 8 SHARED DISPOSITIVE POWER
3,874,750 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,874,750 |
|||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not Applicable |
|||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.7% |
|||
| 12 | TYPE OF REPORTING PERSON
PN (Cayman Islands Exempt Limited Partnership) |
| SCHEDULE 13G | Page 5 of 16 |
CUSIP No. 390064103
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
TC Group CSP II, L.L.C. |
|||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x |
|||
| 3 | SEC USE ONLY
|
|||
| 4 | CITIZEN OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5 SOLE VOTING POWER
0 | |
| 6 SHARED VOTING POWER
3,874,750 | ||
| 7 SOLE DISPOSITIVE POWER
0 | ||
| 8 SHARED DISPOSITIVE POWER
3,874,750 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,874,750 |
|||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not Applicable |
|||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.7% |
|||
| 12 | TYPE OF REPORTING PERSON
OO (Delaware limited liability company) |
| SCHEDULE 13G | Page 6 of 16 |
CUSIP No. 390064103
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
CSP II General Partner, L.P. |
|||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x |
|||
| 3 | SEC USE ONLY
|
|||
| 4 | CITIZEN OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5 SOLE VOTING POWER
0 | |
| 6 SHARED VOTING POWER
3,874,750 | ||
| 7 SOLE DISPOSITIVE POWER
0 | ||
| 8 SHARED DISPOSITIVE POWER
3,874,750 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,874,750 |
|||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not Applicable |
|||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.7% |
|||
| 12 | TYPE OF REPORTING PERSON
PN (Delaware Limited Partnership) |
| SCHEDULE 13G | Page 7 of 16 |
CUSIP No. 390064103
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Carlyle Strategic Partners II, L.P. |
|||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x |
|||
| 3 | SEC USE ONLY
|
|||
| 4 | CITIZEN OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5 SOLE VOTING POWER
0 | |
| 6 SHARED VOTING POWER
3,744,591 | ||
| 7 SOLE DISPOSITIVE POWER
0 | ||
| 8 SHARED DISPOSITIVE POWER
3,744,591 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,744,591 |
|||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not Applicable |
|||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.5% |
|||
| 12 | TYPE OF REPORTING PERSON
PN (Delaware Limited Partnership) |
| SCHEDULE 13G | Page 8 of 16 |
CUSIP No. 390064103
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
CSP II Coinvestment, L.P. |
|||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x |
|||
| 3 | SEC USE ONLY
|
|||
| 4 | CITIZEN OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5 SOLE VOTING POWER
0 | |
| 6 SHARED VOTING POWER
130,159 | ||
| 7 SOLE DISPOSITIVE POWER
0 | ||
| 8 SHARED DISPOSITIVE POWER
130,159 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
130,159 |
|||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not Applicable |
|||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.2% |
|||
| 12 | TYPE OF REPORTING PERSON
PN (Delaware Limited Partnership) |
| SCHEDULE 13G | Page 9 of 16 |
| ITEM 1. | (a) |
Name of Issuer: | ||||||||||
| The Great Atlantic & Pacific Tea Company, Inc. (the “Issuer”) | ||||||||||||
| (b) |
Address of Issuer’s Principal Executive Offices: | |||||||||||
| 2 Paragon Drive Montvale, New Jersey 07645 |
||||||||||||
| ITEM 2. | (a) |
Name of Person Filing | ||||||||||
| Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of: | ||||||||||||
| DBD Cayman Limited TCG Holdings Cayman II, L.P. TC Group Cayman Investment Holdings, L.P. TC Group CSP II, L.L.C. CSP II General Partner, L.P. Carlyle Strategic Partners II, L.P. CSP II Coinvestment, L.P. |
||||||||||||
| (b) |
Address of Principal Business Office: | |||||||||||
| The address for each of DBD Cayman Limited, TCG Holdings Cayman II, L.P. and TC Group Cayman Investment Holdings, L.P. is: | ||||||||||||
| c/o Walkers Corporate Services Limited, Walker House, 87 Mary Street, George Town, Grand Cayman KY1-9001, Cayman Islands |
||||||||||||
| The address for each of TC Group CSP II, L.L.C., CSP II General Partner, L.P., Carlyle Strategic Partners II, L.P. and CSP II Coinvestment, L.P. is: | ||||||||||||
| c/o The Carlyle Group 1001 Pennsylvania Ave. NW Suite 220 South Washington, D.C. 20004-2505 |
||||||||||||
| (c) |
Citizenship of each Reporting Person is: | |||||||||||
| DBD Cayman Limited – Cayman Islands TCG Holdings Cayman II, L.P. – Cayman Islands TC Group Cayman Investment Holdings, L.P. – Cayman Islands TC Group CSP II, L.L.C. – Delaware CSP II General Partner, L.P. – Delaware Carlyle Strategic Partners II, L.P. – Delaware CSP II Coinvestment, L.P. – Delaware |
||||||||||||
| (d) |
Title of Class of Securities: | |||||||||||
| Common Stock - $1 par value | ||||||||||||
| (e) |
CUSIP Number: | |||||||||||
| 390064103 | ||||||||||||
| ITEM 3. | ||||||||||||
| Not applicable. | ||||||||||||
| SCHEDULE 13G | Page 10 of 16 |
| ITEM 4. | Ownership | |||||||||
Ownership (a-c)
The ownership information presented above represents beneficial ownership of Common Stock - $1 par value of the Issuer (the “Shares”), on the date of filing of this Schedule 13G.
Ownership as of September 1, 2009, was as follows:
| Reporting Person |
Amount beneficially owned |
Percent of class: |
Sole power to vote or direct the vote: |
Shared power to vote or to direct the vote: |
Sole power to dispose or to direct the disposition of: |
Shared power to dispose or to direct the disposition of: | |||||||
| DBD Cayman Limited |
3,874,750 | 6.7 | % | 0 | 3,874,750 | 0 | 3,874,750 | ||||||
| TCG Holdings Cayman II, L.P. |
3,874,750 | 6.7 | % | 0 | 3,874,750 | 0 | 3,874,750 | ||||||
| TC Group Cayman Investment Holdings, L.P. |
3,874,750 | 6.7 | % | 0 | 3,874,750 | 0 | 3,874,750 | ||||||
| TC Group CSP II, L.L.C. |
3,874,750 | 6.7 | % | 0 | 3,874,750 | 0 | 3,874,750 | ||||||
| CSP II General Partner, L.P. |
3,874,750 | 6.7 | % | 0 | 3,874,750 | 0 | 3,874,750 | ||||||
| Carlyle Strategic Partners II, L.P. |
3,744,591 | 6.5 | % | 0 | 3,744,591 | 0 | 3,744,591 | ||||||
| CSP II Coinvestment, L.P. |
130,159 | 0.2 | % | 0 | 130,159 | 0 | 130,159 |
Carlyle Strategic Partners II, L.P. (“CSP II”) and CSP II Coinvestment, L.P. (“Coinvestment”) are the record owners of 3,744,591 Shares and 130,159 Shares, respectively. CSP II General Partner, L.P. is the general partner of both CSP II and Coinvestment. The sole general partner of CSP II General Partner, L.P. is TC Group CSP II, L.L.C., a limited liability company that is wholly owned by TC Group Cayman Investment Holdings, L.P. The sole general partner of TC Group Cayman Investment Holdings, L.P. is TCG Holdings Cayman II, L.P. The sole general partner of TCG Holdings Cayman II, L.P. is DBD Cayman Limited. Accordingly, each of CSP II General Partner, L.P., TC Group CSP II, L.L.C., TC Group Cayman Investment Holdings, L.P., TCG Holdings Cayman II, L.P., and DBD Cayman Limited may be deemed to be beneficial owners of the Shares held by CSP II and Coinvestment.
DBD Cayman Limited has investment discretion and dispositive power over the Shares. DBD Cayman Limited is controlled by its Class A members, William E. Conway, Jr., Daniel A. D’Aniello and David M. Rubenstein, and all action relating to the investment and disposition of the Shares held by CSP II and Coinvestment requires their approval, based on a majority vote. William E. Conway, Jr., Daniel A. D’Aniello and David M. Rubenstein each disclaim beneficial ownership of the Shares held by CSP II and Coinvestment.
| ITEM 5. | Ownership of Five Percent or Less of a Class | |
| Not applicable. | ||
| ITEM 6. | Ownership of More than Five Percent on Behalf of Another Person | |
| Not applicable. | ||
| ITEM 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company | |
| Not applicable | ||
| ITEM 8. | Identification and Classification of Members of the Group | |
| Not applicable. | ||
| ITEM 9. | Notice of Dissolution of Group | |
| Not applicable. | ||
| ITEM 10. | Certification | |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
| SCHEDULE 13G | Page 11 of 16 |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: September 1, 2009
| DBD Cayman Limited | ||||
| By: | /s/ Daniel A. D’Aniello | |||
| Name: | Daniel A. D’Aniello | |||
| Title: | Director | |||
| TCG Holdings Cayman II, L.P. | ||||
| By: | DBD Cayman Limited, as its general partner | |||
| By: | /s/ Daniel A. D’Aniello | |||
| Name: | Daniel A. D’Aniello | |||
| Title: | Director | |||
| TC Group Cayman Investment Holdings, L.P. | ||||
| By: | TCG Holdings Cayman II, L.P., as its general partner | |||
| By: | DBD Cayman Limited, as its general partner | |||
| By: | /s/ Daniel A. D’Aniello | |||
| Name: | Daniel A. D’Aniello | |||
| Title: | Director | |||
| TC Group CSP II, L.L.C. | ||||
| By: | /s/ Daniel A. D’Aniello | |||
| Name: | Daniel A. D’Aniello | |||
| Title: | Managing Director | |||
| SCHEDULE 13G | Page 12 of 16 |
| CSP II General Partner, L.P. | ||||
| By: | TC Group CSP II, L.L.C., as its general partner | |||
| By: | /s/ Daniel A. D’Aniello | |||
| Name: | Daniel A. D’Aniello | |||
| Title: | Managing Director | |||
| Carlyle Strategic Partners II, L.P. | ||||
| By: | CSP II General Partner, L.P., as its general partner | |||
| By: | TC Group CSP II, L.L.C., as its general partner | |||
| By: | /s/ Daniel A. D’Aniello | |||
| Name: | Daniel A. D’Aniello | |||
| Title: | Managing Director | |||
| CSP II Coinvestment, L.P. | ||||
| By: | CSP II General Partner, L.P., as its general partner | |||
| By: | TC Group CSP II, L.L.C., as its general partner | |||
| By: | /s/ Daniel A. D’Aniello | |||
| Name: | Daniel A. D’Aniello | |||
| Title: | Managing Director | |||
| SCHEDULE 13G | Page 13 of 16 |
LIST OF EXHIBITS
| Exhibit No. |
Description | |
| A |
Joint Filing Agreement |
| SCHEDULE 13G | Page 14 of 16 |
Exhibit A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) promulgated under the Securities and Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other on behalf of each of them of such a statement on Schedule 13G with respect to the Common Stock – $1 par value beneficially owned by each of them of The Great Atlantic & Pacific Tea Company, Inc., a Maryland Corporation. This Joint Filing Agreement shall be included as an Exhibit to such Schedule 13G.
[Remainder of this page has been left intentionally blank.]
| SCHEDULE 13G | Page 15 of 16 |
IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of the 1st day of September, 2009.
| DBD Cayman Limited | ||||
| By: | /s/ Daniel A. D’Aniello | |||
| Name: | Daniel A. D’Aniello | |||
| Title: | Director | |||
| TCG Holdings Cayman II, L.P. | ||||
| By: | DBD Cayman Limited, as its general partner | |||
| By: | /s/ Daniel A. D’Aniello | |||
| Name: | Daniel A. D’Aniello | |||
| Title: | Director | |||
| TC Group Cayman Investment Holdings, L.P. | ||||
| By: | TCG Holdings Cayman II, L.P., as its general partner | |||
| By: | DBD Cayman Limited, as its general partner | |||
| By: | /s/ Daniel A. D’Aniello | |||
| Name: | Daniel A. D’Aniello | |||
| Title: | Director | |||
| TC Group CSP II, L.L.C. | ||||
| By: | /s/ Daniel A. D’Aniello | |||
| Name: | Daniel A. D’Aniello | |||
| Title: | Managing Director | |||
| SCHEDULE 13G | Page 16 of 16 |
| CSP II General Partner, L.P. | ||||
| By: | TC Group CSP II, L.L.C., as its general partner | |||
| By: | /s/ Daniel A. D’Aniello | |||
| Name: | Daniel A. D’Aniello | |||
| Title: | Managing Director | |||
| Carlyle Strategic Partners II, L.P. | ||||
| By: | CSP II General Partner, L.P., as its general partner | |||
| By: | TC Group CSP II, L.L.C., as its general partner | |||
| By: | /s/ Daniel A. D’Aniello | |||
| Name: | Daniel A. D’Aniello | |||
| Title: | Managing Director | |||
| CSP II Coinvestment, L.P. | ||||
| By: | CSP II General Partner, L.P., as its general partner | |||
| By: | TC Group CSP II, L.L.C., as its general partner | |||
| By: | /s/ Daniel A. D’Aniello | |||
| Name: | Daniel A. D’Aniello | |||
| Title: | Managing Director | |||