[ X ] |
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
[ ] |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Maryland |
13-1890974 |
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(State or other
jurisdiction of incorporation or organization) |
(I.R.S.
Employer Identification No.) |
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2
Paragon Drive Montvale, New Jersey 07645 (Address of principal executive offices) |
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Registrants telephone number, including area code: |
201-573-9700 |
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___________________________ |
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Securities registered pursuant to Section 12 (b) of the Act: |
Title of each class |
Name of each exchange on which registered |
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---|---|---|---|---|---|---|---|
Common Stock
$1 par value |
New York Stock
Exchange |
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9.375% Notes,
due August 1, 2039 |
New York Stock
Exchange |
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Securities registered pursuant to Section 12 (g) of the Act: None |
Stores,
Not Including Stores in Owned Shopping Centers |
||||||
Land and
building owned |
13 | |||||
Building
owned and land leased |
22 | |||||
Total
stores |
35 | |||||
Shopping
Centers |
||||||
Land and
building owned |
6 | |||||
Building
owned and land leased |
1 | |||||
Total
shopping centers |
7 | |||||
Administrative and Other Properties |
||||||
Land and
building owned |
6 | |||||
Undeveloped
land |
8 | |||||
Total other
properties |
14 | |||||
Total
Properties |
56 |
Company
Stores: |
||||||
New
England States: |
||||||
Connecticut |
25 | |||||
Massachusetts |
1 | |||||
Total |
26 | |||||
Middle
Atlantic States: |
||||||
District of
Columbia |
1 | |||||
Delaware |
13 | |||||
Maryland |
27 | |||||
New
Jersey |
151 | |||||
New
York |
169 | |||||
Pennsylvania |
41 | |||||
Virginia |
1 | |||||
Total |
403 | |||||
Total
Stores |
429 |
Last Business Day of Fiscal Year |
|
S&P 500 |
|
A&P |
|
Peer Group |
||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
$ |
$ |
$ |
||||||||||||
02/25/05 |
100 |
100 |
100 |
|||||||||||
02/24/06 |
106 |
281 |
157 |
|||||||||||
02/23/07 |
120 |
332 |
199 |
|||||||||||
02/22/08 |
112 |
297 |
176 |
|||||||||||
02/28/09 |
61 |
44 |
81 |
|||||||||||
02/27/10 |
91 |
78 |
102 |
(a) |
Financial Statements: The financial statements required by this item and described in Part IV, Item 15 of this report are incorporated herein by reference to the Consolidated Financial Statements, related notes and supplementary data, in the fiscal 2009 Annual Report to Stockholders. Except for the sections included herein by reference, our Fiscal 2009 Annual Report to Stockholders is not deemed to be filed as part of this report. |
(b) |
Supplementary Data: The information required by this item is contained under the caption Summary of Quarterly Results (Unaudited) in the Fiscal 2009 Annual Report to Stockholders and is herein incorporated by reference. |
(a) |
a proposal to approve (as required pursuant to New York Stock Exchange Rule 312) the shares of the Companys 8.0% Cumulative Convertible Preferred Stock, Series A-T and Series A-Y (the Convertible Preferred Stock) when voting together with the Common Stock becoming entitled to cast the full number of votes on an as-converted basis; and |
(b) |
a proposal to approve the issuance of the full amount of the Companys Common Stock upon the exercise of conversion rights of the Convertible Preferred Stock. |
Name |
Age |
Current Position |
||||||||
Ron
Marshall |
54 |
President and
Chief Executive Officer |
||||||||
Brenda
Galgano |
41 |
Senior Vice
President, Chief Financial Officer & Treasurer |
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Christian
Haub |
45 |
Executive
Chairman |
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Andreas
Guldin |
48 |
Vice Chairman,
Chief Strategy Officer |
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Mark
Kramer |
60 |
Senior Vice
President, Operations |
||||||||
Christopher
McGarry |
43 |
Senior Vice
President, General Counsel & Secretary |
||||||||
Rebecca
Philbert |
48 |
Senior Vice
President, Merchandising and Supply & Logistics |
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Melissa
Sungela |
44 |
Vice President
and Corporate Controller |
As of February 27, 2010 |
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---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Number of securities to be issued upon exercise of outstanding options and rights |
Weighted average exercise price of outstanding options and rights |
Number of securities remaining available for future issuance under equity compensation plans (excluding securities (reflected in first column) |
|||||||||||||
Equity
compensation plans approved by security holders: |
|||||||||||||||
1994 Stock
Option Plan for officers and key employees* |
52,550 | $ | 4.30 | - | |||||||||||
1994 Stock
Option Plan for Board of Directors** |
17,503 | 9.75 | - | ||||||||||||
1998 Long
Term Incentive and Share Award Plan*** |
1,334,938 | 24.04 | - | ||||||||||||
2008 Long
Term Incentive and Share Award Plan |
3,306,451 | 4.37 | 2,401,625 | ||||||||||||
Pathmark
Rollover Options |
483,012 | 31.38 | - | ||||||||||||
Total
Outstanding as of February 27, 2010 |
5,194,454 | $ | 23.25 | 2,401,625 |
* |
On March 17, 2004, the plan expired. |
** |
On July 14, 2004, the plan was replaced with the 2004 Non-Employee Director Compensation Plan |
*** |
On July 14, 2008, the plan expired. |
1) |
Financial Statements: The following Consolidated Financial Statements, related Notes and Report of Independent Registered Public Accounting Firm are included in the fiscal 2009 Annual Report to Stockholders and are incorporated by reference into Item 8 of Part II of this Annual Report on Form 10-K. |
2. |
Financial Statement Schedule: |
Schedule II Valuation and Qualifying Accounts and Reserves |
All other schedules are omitted because they are not required or do not apply, or the required information is included elsewhere in the Consolidated Financial Statements or Notes thereto. |
3. |
Exhibits: |
The following are filed as Exhibits to this Report: |
EXHIBIT
NO. |
DESCRIPTION |
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2.1 |
Stock Purchase
Agreement, dated as of July 19, 2005, by and among The Great Atlantic & Pacific Tea Company, Inc., A&P Luxembourg S.a.r.l., Metro Inc. and
4296711 Canada Inc. (incorporated herein by reference to Exhibit 2.1 to Form 8-K filed on July 22, 2005) |
3.1 |
Articles of
Incorporation of The Great Atlantic & Pacific Tea Company, Inc., as amended and restated (incorporated herein by reference to Exhibit 3.1 to Form
8-K filed on July 1, 2008) |
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3.2 |
By-Laws of The
Great Atlantic & Pacific Tea Company, Inc., as amended and restated on August 4, 2009 (incorporated herein by reference to Exhibit 3.1 to Form 8-K
filed on August 5, 2009) |
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4.1 |
Indenture, dated
as of January 1, 1991, between The Great Atlantic & Pacific Tea Company, Inc. and JPMorgan Chase Bank (formerly The Chase Manhattan Bank as
successor by merger to Manufacturers Hanover Trust Company), as trustee (the Indenture) (incorporated herein by reference to Exhibit 4.1 to
Form 8-K, filed on January 1, 1991) |
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4.2 |
Second
Supplemental Indenture, dated as of December 20, 2001, to the Indenture between The Great Atlantic & Pacific Tea Company, Inc. and JPMorgan Chase
Bank, relating to the 9 1/8% Senior Notes due 2011 (incorporated herein by reference to Exhibit 4.1 to Form 8-K filed on December 20,
2001) |
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4.3 |
Successor Bond
Trustee (incorporated herein by reference to Exhibit 4.4 to Form 10-K filed on May 9, 2003) |
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4.4 |
Third
Supplemental Indenture, dated as of August 23, 2005, to the Indenture between The Great Atlantic & Pacific Tea Company, Inc. and Wilmington Trust
Company (as successor to JPMorgan Chase Bank) (incorporated herein by reference to Exhibit 4.1 to Form 8-K filed on August 23, 2005) |
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4.5 |
Fourth
Supplemental Indenture, dated as of August 23, 2005, to the Indenture between The Great Atlantic & Pacific Tea Company, Inc. and Wilmington Trust
Company (as successor to JPMorgan Chase Bank) (incorporated herein by reference to Exhibit 4.2 to Form 8-K filed on August 23, 2005) |
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4.6 |
Indenture, dated
as of December 18, 2007, among The Great Atlantic & Pacific Tea Company, Inc. and Wilmington Trust Company, as Trustee (incorporated herein by
reference to Exhibit 4.1 to Form 8-K filed on December 17, 2007) |
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4.7 |
First
Supplemental Indenture, dated as of December 18, 2007, among The Great Atlantic & Pacific Tea Company, Inc. and Wilmington Trust Company, as
Trustee, relating to the 5.125% Senior Convertible Notes due 2011 (incorporated herein by reference to Exhibit 4.2 to Form 8-K filed on December 17,
2007) |
4.8 |
Second
Supplemental Indenture, dated as of December 18, 2007, among The Great Atlantic & Pacific Tea Company, Inc. and Wilmington Trust Company, as
Trustee, relating to the 6.75% Senior Convertible Notes due 2011 (incorporated herein by reference to Exhibit 4.4 to Form 8-K filed on December 17,
2007) |
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4.9 |
Form of Global
5.125% Senior Convertible Note due 2011 (incorporated herein by reference to Exhibit 4.3 to Form 8-K filed on December 17, 2007) |
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4.10 |
Form of Global
6.75% Senior Convertible Note due 2012 (incorporated herein by reference to Exhibit 4.5 to Form 8-K filed on December 17, 2007) |
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4.11 |
Articles
Supplementary of 8% Cumulative Convertible Preferred Stock Series A-T, A-Y, B-T and B-Y of The Great Atlantic & Pacific Tea Company, Inc.
(incorporated herein by reference to Exhibit 4.1 to Form 8-K filed on August 5, 2009) |
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4.12 |
Indenture, dated
as of August 4. 2009, among The Great Atlantic & Pacific Tea Company, Inc., the guarantors named therein and Wilmington Trust Company, as trustee
(incorporated herein by reference to Exhibit 4.3 to Form 8-K filed on August 5, 2009) |
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4.13 |
Form of 11.375%
Senior Secured Notes due 2015 (incorporated herein by reference to Exhibit 4.4 to Form 8-K filed on August 5, 2009) |
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4.14 |
Amended and
Restated Tengelmann Stockholder Agreement, dated as of August 4, 2009, by and between The Great Atlantic & Pacific Tea Company, Inc. and Tengelmann
Warenhandelgesellschaft KG (incorporated herein by reference to Exhibit 10.1 to Form 8-K filed on August 5, 2009) |
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4.15 |
Amended and
Restated Yucaipa Stockholder Agreement, dated as of August 4, 2009, by and among The Great Atlantic & Pacific Tea Company, Inc., Yucaipa American
Alliance Fund II, LP, Yucaipa American Alliance (Parallel) Fund II, LP, Yucaipa Corporate Initiatives Fund I, LP, Yucaipa American Alliance Fund I, LP
and Yucaipa American Alliance (Parallel) Fund I, LP and Yucaipa American Alliance Fund II, LLC, as Stockholder Representative (incorporated herein by
reference to Exhibit 10.2 to Form 8-K filed on August 5, 2009) |
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4.16 |
Registration
Rights Agreement, dated as of August 4, 2009, among The Great Atlantic & Pacific Tea Company, Inc., the guarantors named therein and Banc of
America Securities LLC (incorporated herein by reference to Exhibit 10.3 to Form 8-K filed on August 5, 2009) |
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10.1 |
Executive
Employment Agreement, made and entered into as of the 15th day of August, 2005, by and
between The Great Atlantic & Pacific Tea Company, Inc. and Mr. Eric Claus (incorporated herein by reference to Exhibit 10.1 to Form 8-K filed on
September 9, 2005) and a technical amendment (incorporated herein by reference to Exhibit 10.1 to Form 10-K filed on May 9, 2006) |
10.2 |
Employment
Agreement, made and entered into as of the 16th day of June, 2003, by and between The Great
Atlantic & Pacific Tea Company, Inc. and Brenda Galgano (incorporated herein by reference to Exhibit 10.9 to Form 10-Q filed on October 17,
2003) |
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10.3 |
Employment
Agreement, made and entered into as of the 25th day of January, 2006, by and between The
Great Atlantic & Pacific Tea Company, Inc. and Jennifer MacLeod (incorporated herein by reference to Exhibit 10.13 to Form 10-K filed on May 9,
2006) |
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10.4 |
Employment
Agreement, made and entered into as of the 1st day of March, 2005, by and between The Great
Atlantic & Pacific Tea Company, Inc. and William J. Moss (incorporated herein by reference to Exhibit 10.13 to Form 10-K filed on May 10,
2005) |
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10.5 |
Employment
Agreement, made and entered into as of the 11th day of December, 2006, by and between The
Great Atlantic & Pacific Tea Company, Inc. and Rebecca Philbert (incorporated herein by reference to Exhibit 10.15 to Form 10-K filed on April 25,
2007) |
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10.6 |
Offer letter,
made as of the 21st day of November, 2006 and entered into as of the 11th day of December, 2006, by and between The Great Atlantic & Pacific Tea Company, Inc. and
Rebecca Philbert, (incorporated herein by reference to Exhibit 10.8 to Form 10-K filed on May 8, 2008) |
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10.7 |
Employment
Agreement, made and entered into as of the 4th day of January, 2006, by and between The
Great Atlantic & Pacific Tea Company, Inc. and Melissa E. Sungela (incorporated herein by reference to Exhibit 10.17 to Form 10-Q filed on January
6, 2006) |
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10.8 |
Employment
Agreement, made and entered into as of the 12th day of September, 2005, by and between The
Great Atlantic & Pacific Tea Company, Inc. and Paul Wiseman (incorporated herein by reference to Exhibit 10.17 to Form 10-Q filed on October 18,
2005) |
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10.9 |
Employment
Agreement, made and entered into as of the 2nd day of December, 2004, by and between The
Great Atlantic & Pacific Tea Company, Inc. and Allan Richards (incorporated herein by reference to Exhibit 10.18 to Form 10-Q filed on October 18,
2005) |
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10.10 |
Employment
Agreement, made and entered into as of the 22nd day of January, 2010, by and between The
Great Atlantic & Pacific Tea Company, Inc. and Ronald Marshall (incorporated herein by reference to Exhibit 10.1 to Form 8-K filed on January 28,
2010) |
10.11 |
Form of Amendment
to Employment Agreement dated December 16, 2008 (incorporated herein by reference to Exhibit 10.13 to Form 10-K/A filed on July 23,
2009) |
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10.12 |
Form of Amendment
to Employment Agreement dated June 16, 2009 (incorporated herein by reference to Exhibit 10.2 to Form 10-Q filed on July 23, 2009) |
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10.13 |
Supplemental
Executive Retirement Plan effective as of September 1, 1997 (incorporated herein by reference to Exhibit 10.B to Form 10-K filed on May 27,
1998) |
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10.14 |
Supplemental
Retirement and Benefit Restoration Plan effective as of January 1, 2001 (incorporated herein by reference to Exhibit 10(j) to Form 10-K filed on May
23, 2001) |
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10.15 |
1994 Stock Option
Plan (incorporated herein by reference to Exhibit 10(e) to Form 10-K filed on May 24, 1995) |
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10.16 |
1998 Long Term
Incentive and Share Award Plan (incorporated herein by reference to Appendix B to the Proxy Statement dated May 25, 2006) |
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10.17 |
2008 Long Term
Incentive and Share Award Plan (incorporated herein by reference to Exhibit 10.1 of Form 8-K filed on July 1, 2008) |
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10.18 |
Form of Stock
Option Grant (incorporated herein by reference to Exhibit 10.20 to Form 10-K filed on May 10, 2005) |
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10.19 |
The Great
Atlantic & Pacific Tea Company, Inc. 1994 Stock Option Plan for Non-Employee Directors (incorporated herein by reference to Exhibit 10(f) to Form
10-K filed on May 24, 1995) |
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10.20 |
The Great
Atlantic & Pacific Tea Company, Inc. 2004 Non-Employee Director Compensation effective as of July 14, 2004 (incorporated herein by reference to
Appendix C to the Proxy Statement dated May 25, 2006) |
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10.21 |
Description of
Management Incentive Plan (incorporated herein by reference to Exhibit 10.30 to Form 10-K filed on May 9, 2006) |
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10.22 |
Asset Purchase
Agreement, dated as of June 27, 2005, by and between The Great Atlantic & Pacific Tea Company, Inc., Ocean Logistics LLC and C&S Wholesale
Grocers, Inc. (incorporated herein by reference to Exhibit 10.38 to Form 10-Q/A filed on June 25, 2007) |
10.23 |
Supply Agreement,
dated as of June 27, 2005, by and between The Great Atlantic & Pacific Tea Company, Inc. and C&S Wholesale Grocers, Inc. (incorporated herein
by reference to Exhibit 10.39 to Form 10-Q/A filed on June 25, 2007) |
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10.24 |
Information
Technology Transition Services Agreement by and between The Great Atlantic and Pacific Tea Company, Limited (A&P Canada) and Metro,
Inc. entered into on August 15, 2005 (incorporated herein by reference to Exhibit 10.40 to Form 10-Q filed on October 18, 2005) |
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10.25 |
Investor
Agreement by and between A&P Luxembourg S.a.r.l., a wholly owned subsidiary of The Great Atlantic & Pacific Tea Company, Inc. and Metro, Inc.
entered into on August 15, 2005 (incorporated herein by reference to Exhibit 10.41 to Form 10-Q filed on October 18, 2005) |
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10.26 |
Employment
Agreement, made and entered into as of the 1st day of May, 2007, by and between The Great
Atlantic & Pacific Tea Company, Inc. and Andreas Guldin (incorporated herein by reference to Exhibit 10.1 to Form 8-K filed on May 7,
2007) |
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10.27 |
Amended and
Restated Credit Agreement dated as of December 27, 2007, among The Great Atlantic & Pacific Tea Company, Inc., and the other Borrowers party
thereto, as Borrowers and the Lenders party thereto, and Bank of America, N.A., as Administrative Agent and Collateral Agent and Banc of America
Securities LLC as Lead Arranger (incorporated herein by reference to Exhibit 10.45 to Form 10-Q filed on January 8, 2008) |
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10.28 |
First Amendment
to Amended and Restated Credit Agreement dated as of April 4, 2008 among The Great Atlantic & Pacific Tea Company, Inc., and the other Borrowers
party thereto, as Borrowers and the Lenders party thereto, and Bank of America, N.A., as Administrative Agent and Collateral Agent (incorporated herein
by reference to Exhibit 10.36 to Form 10-K/A filed on July 23, 2009) |
|||||
10.29 |
Confirmation of
Issuer Warrant Transaction for 2011 Notes, dated December 12, 2007, by and between The Great Atlantic & Pacific Tea Company, Inc. and Bank of
America, N.A. (incorporated herein by reference to Exhibit 10.1 to Form 8-K filed on December 18, 2007) |
|||||
10.30 |
Amendment to
Confirmation of Issuer Warrant Transaction (2011), dated as of December 17, 2007, by and between The Great Atlantic & Pacific Tea Company, Inc. and
Bank of America, N.A. (incorporated herein by reference to Exhibit 10.3 to Form 8-K filed on December 21, 2007) |
|||||
10.31 |
Confirmation of
Issuer Warrant Transaction for 2012 Notes, dated December 12, 2007, by and between The Great Atlantic & Pacific Tea Company, Inc. and Bank of
America, N.A. (incorporated herein by reference to Exhibit 10.2 to Form 8-K filed on December 18, 2007) |
10.32 |
Amendment to
Confirmation of Issuer Warrant Transaction (2012), dated as of December 17, 2007, by and between The Great Atlantic & Pacific Tea Company, Inc. and
Bank of America, N.A. (incorporated herein by reference to Exhibit 10.4 to Form 8-K filed on December 21, 2007) |
|||||
10.33 |
Confirmation of
Issuer Warrant Transaction for 2011 Notes dated December 12, 2007, by and between The Great Atlantic & Pacific Tea Company, Inc. and Lehman
Brothers OTC Derivatives Inc. (incorporated herein by reference to Exhibit 10.3 to Form 8-K filed on December 18, 2007) |
|||||
10.34 |
Amendment to
Confirmation of Issuer Warrant Transaction (2011) dated as of December 17, 2007, by and between The Great Atlantic & Pacific Tea Company, Inc. and
Lehman Brothers OTC Derivatives Inc. (incorporated herein by reference to Exhibit 10.5 to Form 8-K filed on December 21, 2007) |
|||||
10.35 |
Confirmation of
Issuer Warrant Transaction for 2012 Notes dated December 12, 2007, by and between The Great Atlantic & Pacific Tea Company, Inc. and Lehman
Brothers OTC Derivatives Inc. (incorporated herein by reference to Exhibit 10.4 to Form 8-K filed on December 18, 2007) |
|||||
10.36 |
Amendment to
Confirmation of Issuer Warrant Transaction (2012) dated as of December 17, 2007, by and between The Great Atlantic & Pacific Tea Company, Inc. and
Lehman Brothers OTC Derivatives Inc. (incorporated herein by reference to Exhibit 10.6 to Form 8-K filed on December 21, 2007) |
|||||
10.37 |
Confirmation of
Convertible Bond Hedge Transaction for 2011 Notes, dated December 12, 2007, by and between The Great Atlantic & Pacific Tea Company, Inc. and Bank
of America, N.A. (incorporated herein by reference to Exhibit 10.5 to Form 8-K filed on December 18, 2007) |
|||||
10.38 |
Confirmation of
Convertible Bond Hedge Transaction for 2012 Notes, dated December 12, 2007, by and between The Great Atlantic & Pacific Tea Company, Inc. and Bank
of America, N.A. (incorporated herein by reference to Exhibit 10.6 to Form 8-K filed on December 18, 2007) |
|||||
10.39 |
Confirmation of
Convertible Bond Hedge Transaction for 2011 Notes, dated December 12, 2007, by and between The Great Atlantic & Pacific Tea Company, Inc. and
Lehman Brothers OTC Derivatives Inc. (incorporated herein by reference to Exhibit 10.7 to Form 8-K filed on December 18, 2007) |
|||||
10.40 |
Confirmation of
Convertible Bond Hedge Transaction for 2012 Notes, dated December 12, 2007, by and between The Great Atlantic & Pacific Tea Company, Inc. and
Lehman Brothers OTC Derivatives Inc. (incorporated herein by reference to Exhibit 10.8 to Form 8-K filed on December 18, 2007) |
10.41 |
Share Lending
Agreement, dated December 12, 2007, by and between The Great Atlantic & Pacific Tea Company, Inc. and Bank of America, N.A. (incorporated herein by
reference to Exhibit 10.9 to Form 8-K filed on December 18, 2007) |
|||||
10.42 |
Amendment No. 1
to Share Lending Agreement dated as of December 18, 2007, between The Great Atlantic & Pacific Tea Company, Inc. and Bank of America, N.A.
(incorporated herein by reference to Exhibit 10.1 to Form 8-K filed on December 21, 2007) |
|||||
10.43 |
Share Lending
Agreement, dated December 12, 2007, by and between The Great Atlantic & Pacific Tea Company, Inc., Lehman Brothers International (Europe) Limited
and Lehman Brothers Inc. (incorporated herein by reference to Exhibit 10.10 to Form 8-K filed on December 18, 2007) |
|||||
10.44 |
Amendment No. 1
to Share Lending Agreement dated as of December 18, 2007, among The Great Atlantic & Pacific Tea Company, Inc. and Lehman Brothers International
(Europe) Limited, as borrower, and Lehman Brothers Inc., as borrowing agent (incorporated herein by reference to Exhibit 10.2 to Form 8-K filed on
December 21, 2007) |
|||||
10.45 |
Warehousing,
Distribution and Related Services Agreement dated March 7, 2008 by and between The Great Atlantic & Pacific Tea Company, Inc. and C&S Wholesale
Grocers, Inc. (incorporated herein by reference to Exhibit 10.50 to Form 10-Q filed on July 21, 2008)*** |
|||||
10.46 |
Intercreditor
Agreement, dated as of August 4, 2009, among Bank of America, N.A., as First Lien Agent, Wilmington Trust Company, as Second Lien Agent, The Great
Atlantic & Pacific Tea Company, Inc. and the subsidiaries of The Great Atlantic & Pacific Tea Company, Inc. party thereto (incorporated herein
by reference to Exhibit 10.4 to Form 8-K filed on August 5, 2009) |
|||||
10.47 |
Form of Director
Indemnification Agreement (incorporated herein by reference to Exhibit 10.5 to Form 8-K filed on August 5, 2009) |
|||||
10.48 |
Security
Agreement, dated as of August 4, 2009, among The Great Atlantic & Pacific Tea Company, Inc., the subsidiaries from time to time party thereto, and
Wilmington Trust Company, as collateral agent (incorporated herein by reference to Exhibit 10.6 to Form 8-K filed on August 5, 2009) |
|||||
10.49 |
Investment
Agreement, dated as of July 23, 2009, by and among The Great Atlantic & Pacific Tea Company, Inc., Erivan Karl Haub, Christian Wilhelm Erich Haub,
Karl-Erivan Warder Haub, Georg Rudolf Otto Haub and Emil Capital Partners, LLC, as investors representative, and the other signatories thereto
(incorporated herein by reference to Exhibit 10.1 to Form 8-K filed on July 24, 2009) |
10.50 |
Investment
Agreement, dated as of July 23, 2009, by and among The Great Atlantic & Pacific Tea Company, Inc., Yucaipa American Alliance Fund II, LP and
Yucaipa American Alliance (Parallel) Fund II, LP and, solely with respect to Section 3.02 and 3.05, Yucaipa Corporate Initiatives Fund I, LP, Yucaipa
American Alliance Fund I, LP and Yucaipa American Alliance (Parallel) Fund I, LP, and, solely with respect to Section 5.05, Yucaipa American Alliance
Fund II, LLC as investors representative (incorporated herein by reference to Exhibit 10.2 to Form 8-K filed on July 24, 2009) |
|||||
10.51 |
Second Amendment
to the Amended and Restated Credit Agreement, dated July 23, 2009, by and among The Great Atlantic & Pacific Tea Company, Inc. and the other
Borrowers party thereto, as Borrowers, and the Lenders party thereto, and Bank of America, N.A., as Administrative Agent and Collateral Agent
(incorporated herein by reference to Exhibit 10.2 to Form 8-K filed on July 24, 2009) |
|||||
11** |
Statement re
computation of per share earnings |
|||||
13* |
Fiscal 2009
Annual Report to Stockholders |
|||||
18 |
Preferability
Letter Issued by PricewaterhouseCoopers LLP (incorporated herein by reference to Exhibit 18 to Form 10-Q filed on July 29, 2004) |
|||||
21* |
Subsidiaries of
Registrant |
|||||
23.1* |
Consent of
Independent Registered Public Accounting Firm from PricewaterhouseCoopers LLP |
|||||
31.1* |
Certification of
the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
|||||
31.2* |
Certification of
the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
|||||
32* |
Certification
Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
|||||
* |
Filed with this
10-K |
|||||
** |
Information
required to be presented in Exhibit 11 is included in Exhibit 13 under Note 18 Earnings per Share, prepared in accordance with the accounting
guidance for earnings per share. |
|||||
*** |
Portions of this
exhibit have been omitted pursuant to a request for confidential treatment. |
Allowance for Bad Debts for Year Ended |
Beginning Balance |
Additions Charged to Costs & Expenses |
Additions Charged to Other Accounts |
Deductions (1) |
Adjustments |
Ending Balance |
||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Feb. 23,
2008 |
$ | 4,514 | 2,059 | - | (993 | ) | 284 | (3) | $ | 5,864 | ||||||||||||||||
Feb. 28,
2009 |
5,864 | 1,263 | 2,910 | (4) | (1,574 | ) | - | 8,463 | ||||||||||||||||||
Feb. 27,
2010 |
8,463 | 1,433 | - | (1,168 | ) | - | 8,728 |
Stock Loss Reserve for Year Ended |
Beginning Balance |
Additions Charged to Costs & Expenses |
Additions Charged to Other Accounts |
Deductions |
Adjustments |
Ending Balance |
||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Feb. 23,
2008 |
$ | 12,762 | 1,455 | - | - | 1,500 | (3) | $ | 15,717 | |||||||||||||||||
Feb. 28,
2009 |
15,717 | 8,525 | - | - | - | 24,242 | ||||||||||||||||||||
Feb. 27,
2010 |
24,242 | (5,293 | ) | - | - | - | 18,949 |
LIFO Reserve for Year Ended |
Beginning Balance |
Additions Charged to Costs & Expenses |
Additions Charged to Other Accounts |
Deductions |
Adjustments |
Ending Balance |
||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Feb. 23,
2008 |
$ | - | 2,310 | - | - | - | $ | 2,310 | ||||||||||||||||||
Feb. 28,
2009 |
2,310 | 7,817 | - | - | - | 10,127 | ||||||||||||||||||||
Feb. 27,
2010 |
10,127 | (842 | ) | - | - | - | 9,285 |
Deferred Tax Valuation Allowance for Year Ended |
Beginning Balance |
Additions Charged to Costs & Expenses |
Additions Charged to Other Accounts |
Deductions (2) |
Adjustments |
Ending Balance |
||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Feb. 23, 2008
(5) |
$ | 74,355 | 67,169 | 152,514 | (6) | (250,392 | ) | - | $ | 43,646 | ||||||||||||||||
Feb. 28, 2009
(5) |
43,646 | 71,240 | 91,622 | (7) | - | - | 206,508 | |||||||||||||||||||
Feb. 27, 2010
(5) |
206,508 | 327,796 | 33,349 | (8) | - | - | 567,653 |
(1) |
Deductions to Allowance for Bad Debts represent write-offs of accounts receivable balances. |
(2) |
For the year ended February 23, 2008, the deduction represents the reduction in the Deferred Tax Valuation Allowance and reserves acquired in connection with our purchase of Pathmark Stores, Inc. |
(3) |
For the year ended February 23, 2008, the adjustments represent reserves acquired in connection with our purchase of Pathmark Stores, Inc. |
(4) |
Primarily represents additional reserves recorded as part of purchase accounting for Pathmark Stores, Inc. |
(5) |
Prior period amounts were adjusted due to our retrospective adoption of the new accounting guidance for convertible debt with cash settlement features during fiscal 2009. |
(6) |
Primarily represents the impact of the adoption of FIN 48, Accounting for Uncertain Tax Positions. |
(7) |
Primarily relates to purchase accounting adjustments relating to our acquisition of Pathmark, and pension and postretirement charges to Other comprehensive income. |
(8) |
Primarily relates to pension and postretirement charges to Other comprehensive income. |
The Great
Atlantic & Pacific Tea Company, Inc. (registrant) |
|||||||||||
Date: May 6,
2010 |
By: /s/
Brenda M. Galgano Brenda M. Galgano, Senior Vice President, Chief Financial Officer |
/s/ Ron
Marshall Ron Marshall |
President
and Chief Executive Officer |
Date: May 6,
2010 |
||||||||
/s/ Brenda M.
Galgano Brenda M. Galgano |
Senior
Vice President, Chief Financial Officer and Treasurer |
Date: May 6,
2010 |
||||||||
/s/ Christian
W.E. Haub Christian W.E. Haub |
Executive
Chairman and Director |
Date: May 6,
2010 |
||||||||
/s/ Andreas
Guldin Andreas Guldin |
Vice
Chairman, Chief Strategy Officer and Director |
Date: May 6,
2010 |
||||||||
/s/ Melissa E.
Sungela Melissa E. Sungela |
Vice
President, Corporate Controller |
Date: May 6,
2010 |
||||||||
/s/ John D.
Barline John D. Barline |
Director |
Date: May 6,
2010 |
||||||||
/s/
Jens-Jürgen Böckel Jens-Jürgen Böckel |
Director |
Date: May 6,
2010 |
||||||||
/s/ Frederic
F. Brace Frederic F. Brace |
Director |
Date: May 6,
2010 |
||||||||
/s/ Bobbie A.
Gaunt Bobbie A. Gaunt |
Director |
Date: May 6,
2010 |
||||||||
/s/ Dan P.
Kourkoumelis Dan P. Kourkoumelis |
Director |
Date: May 6,
2010 |
||||||||
/s/ Edward
Lewis Edward Lewis |
Director |
Date: May 6,
2010 |
||||||||
/s/ Gregory
Mays Gregory Mays |
Director |
Date: May 6,
2010 |
||||||||
/s/ Maureen B.
Tart-Bezer Maureen B. Tart-Bezer |
Director |
Date: May 6,
2010 |
||||||||
/s/ Terrence
J. Wallock Terrence J. Wallock |
Director |
Date: May 6,
2010 |