SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT
Pursuant to Section 15 (d) of the
Securities Exchange Act of 1934
For the Year Ended December 31, 2006
THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.
SAVINGS PLAN
(Full title of the Plan)
THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.
2 PARAGON DRIVE, MONTVALE, NEW JERSEY 07645
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(Name of issuer of the securities held
pursuant to the Plan and the address
of its principal executive office)
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this annual report to be signed on its behalf by the
undersigned, thereunto duly authorized.
THE GREAT ATLANTIC & PACIFIC
TEA COMPANY, INC.
Date: June 28, 2007 By /s/Melissa E. Sungela
-----------------------------------------
Melissa E. Sungela
Vice President and Corporate Controller
THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC. SAVINGS PLAN
Financial Statements as of December 31, 2006 and 2005
and for the Year Ended December 31, 2006
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Prepared for filing as part of the Annual
Return/Report of Employee Benefit Plan
(Form 5500)
THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC. SAVINGS PLAN
TABLE OF CONTENTS
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Page
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.... 2
FINANCIAL STATEMENTS
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 2006 AND 2005 .............................. 3
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 2006..................... 4
NOTES TO FINANCIAL STATEMENTS.............................. 5
SUPPLEMENTAL SCHEDULE
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
As of December 31, 2006................................. 13
Note: Other schedules required by Section 2520.103-10 of the Department of
Labor's Rules and Regulations for Reporting and Disclosure under ERISA have been
omitted because they are not applicable.
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Report of Independent Registered Public Accounting Firm
To the Participants and Administrator of
The Great Atlantic & Pacific Tea Company, Inc. Savings Plan
In our opinion, the accompanying statements of net assets available for plan
benefits and the related statement of changes in net assets available for plan
benefits present fairly, in all material respects, the net assets available for
plan benefits of The Great Atlantic & Pacific Tea Company, Inc. Savings Plan
(the "Plan") at December 31, 2006 and December 31, 2005, and the changes in net
assets available for plan benefits for the year ended December 31, 2006 in
conformity with accounting principles generally accepted in the United States of
America. These financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these financial
statements based on our audits. We conducted our audits of these statements in
accordance with the standards of the Public Company Accounting Oversight Board
(United States). Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental Schedule H, Line 4i -
Schedule of Assets (Held at End of Year) is presented for the purpose of
additional analysis and is not a required part of the basic financial statements
but is supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. This supplemental schedule is the responsibility of the
Plan's management. The supplemental schedule has been subjected to the auditing
procedures applied in the audits of the basic financial statements and, in our
opinion, are fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
PricewaterhouseCoopers LLP
Florham Park, New Jersey
June 28, 2007
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THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.
SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 2006 AND 2005
2006 2005
----------------- ------------------
Assets:
Investments - at fair value (Note 3) $287,986,294 $286,861,997
Receivables:
Participant Contributions 297,461 272,859
Employer Contributions 87,902 80,101
----------------- -----------------
Total receivables 385,363 352,960
----------------- -----------------
Total Assets 288,371,657 287,214,957
----------------- -----------------
Liabilities:
Accrued expenses 260,467 -
----------------- -----------------
Total Liabilities 260,467 -
----------------- -----------------
Net assets reflecting investments
at fair value 288,111,190 287,214,957
----------------- -----------------
Adjustment from fair value to contract value
for fully benefit responsive investment
contracts (security-backed contracts) 290,186 (73,330)
Adjustment from fair value to contract value
for fully benefit responsive investments
for collective trust funds 211,640 3,571
----------------- -----------------
Net assets available for plan benefits $288,613,016 $287,145,198
================= =================
The accompanying notes are an
integral part of these
financial statements.
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THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.
SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 2006
Additions:
Additions to net assets attributed to:
Investment income:
Net appreciation in fair value of investments (Note 3) $ 23,464,842
Interest income 239,733
Dividend income 3,332,383
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27,036,958
Contributions:
Participants 12,569,338
Employer 3,904,897
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16,474,235
Total additions 43,511,193
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Deductions:
Deductions from net assets attributed to:
Benefits paid to participants 41,143,641
Administrative expenses 899,734
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Total deductions 42,043,375
------------
Net increase in net assets available for benefits 1,467,818
Net assets available for plan benefits:
Beginning of year 287,145,198
------------
End of year $288,613,016
============
The accompanying notes are an
integral part of these
financial statements.
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THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC. SAVINGS PLAN
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2006
1. PLAN DESCRIPTION
The following description of The Great Atlantic & Pacific Tea Company,
Inc. ("Company") Savings Plan ("Savings Plan") provides only general
information. Participants should refer to the Savings Plan summary plan
description for a more complete description of the Savings Plan's
provisions.
General
The Savings Plan is a voluntary defined contribution plan of the Company.
The Savings Plan covers employees of the Company who are not covered by a
collective bargaining agreement (CBA), as well as employees covered by a
CBA where the CBA specifically provides for such coverage.
Participants are permitted to change their contribution rates once per
month. In addition, they may change their investment options with regard
to future contributions and reallocate existing investment balances on any
business day.
Prior to May 4, 2004, the Savings Plan covered eligible employees of the
Company who completed at least one year of service (1,000 hours in a
12-month period) if age 21 or older or the earlier of five years of
service or age 21, if under age 21 at time of employment. Effective May 4,
2004 the Plan was amended to (a) allow employees to contribute to the Plan
on the first of the month based on the eligibility criteria described in
the preceding sentence, and (b) state that each participant shall be 100%
vested in the event of termination or partial termination of the Savings
Plan (if Participant is affected by partial termination) or upon
retirement, disability or death.
Contributions
Eligible employees have the option to contribute from 1% to 20% of their
base compensation to the Savings Plan. This can be any combination of pre
and post tax percentages, as long as the total of the percentages does not
exceed 20% of base compensation. Additionally, the Internal Revenue
Service limits the maximum amount a participant may contribute, which was
$15,000 for fiscal 2006. The Company matches 50% of an employee's
contributions up to 6% of their compensation.
Participants direct the investment of their contributions into various
investment options offered by the Savings Plan. Employee contributions may
not be allocated to the Employer Stock Fund.
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Vesting
Participants are always 100% vested in their contributions and become
fully vested in the Company's matching contributions after five years, in
accordance with the following schedule:
Years of Service Vesting Percentage
Less than 2 years 0%
2 years but less than 3 years 25%
3 years but less than 4 years 50%
4 years but less than 5 years 75%
5 years or more 100%
Payment of Benefits
Participants may receive the value of the vested portion of their account
balance when they leave the Company for any reason other than death, in
which case a beneficiary would receive the benefit. Participants may
generally withdraw unmatched after-tax contributions once during any 12
month period but may withdraw unmatched before-tax contributions only in
the case of "financial hardship" as defined in the Savings Plan.
Forfeited Accounts
At December 31, 2006, and December 31, 2005, forfeited nonvested accounts
totaled $161,614 and $122,856, respectively. These accounts will be used
to decrease future employer contributions and can also be used to pay
certain administrative expenses. During the year ended December 31, 2006,
employer contributions were reduced by $131,306 from forfeited nonvested
accounts.
Participant Accounts
Each participant's account is credited with the participant's contribution
and (a) the matching Company contribution and (b) allocations of Savings
Plan earnings. Allocations are based on participant earnings or account
balances, as defined. The benefit to which a participant is entitled is
the benefit that can be provided from the participant's vested account.
Participant Loans
Participants may borrow from their account balance a minimum of $1,000 up
to a maximum equal to the lesser of $50,000 or 50 percent of their vested
account balance. The loans are collateralized by the balance in the
participant's account and bear a fixed interest rate for the duration of
the loan equal to Prime plus 1% as published in the Wall Street Journal on
the last day of the preceding quarter. Principal and interest is paid
ratably through payroll deductions.
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During each of the years ended December 31, 2006 and December 31, 2005,
the interest rates on participant loans ranged from 5.00% to 10.50%.
2. SIGNIFICANT ACCOUNTING POLICIES
The significant accounting policies followed by the Savings Plan are as
follows:
Basis of Accounting -
The accompanying financial statements have been prepared in accordance
with accounting principles generally accepted in the United States of
America on the accrual basis of accounting.
As described in Financial Accounting Standards Board Staff Position, FSP
AAG INV-1 and SOP 94-4-1, Reporting of Fully Benefit-Responsive Investment
Contracts Held by Certain Investment Companies Subject to the AICPA
Investment Company Guide and Defined-Contribution Health and Welfare and
Pension Plans (the FSP), investment contracts held by a
defined-contribution plan are required to be reported at fair value.
However, contract value is the relevant measurement attribute for that
portion of the net assets available for benefits of a defined-contribution
plan attributable to fully benefit-responsive investment contracts because
contract value is the amount participants would receive if they were to
initiate permitted transactions under the terms of the plan. The plan
invests in investment contracts through a collective trust. As required by
the FSP, the Statement of Net Assets Available for Plan Benefits presents
the fair value of the investment in the collective trust as well as the
adjustment of the investment in the collective trust from fair value to
contract value relating to the investment contracts. The Statement of
Changes in Net Assets Available for Plan Benefits is prepared on a
contract value basis.
Use of Estimates -
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires the
Savings Plan management to make significant estimates and assumptions that
affect the reported amounts of net assets available for Plan benefits at
the date of the financial statements, changes in net assets available for
Plan benefits during the reporting period and, where applicable, the
disclosure of contingent assets and liabilities at the date of the
financial statements. Actual results could differ from those estimates.
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Investment Valuation and Income Recognition -
The Savings Plan's investments are presented at fair value. Shares of
Company Stock are valued at quoted market prices. Shares of mutual funds
are valued at the net asset value of shares held by the Savings Plan at
year end. The Savings Plan's interest in the common/collective trusts are
valued based on information reported by the investment advisor using the
audited financial statements of the common/collective trusts at year-end.
Participant loans are valued at their outstanding balances, which
approximate fair value.
Purchases and sales of securities are recorded on a trade date basis.
Dividends are recorded on the ex-dividend date. Interest income is
recorded as earned.
Expenses -
All administrative expenses are being paid by the Savings Plan.
Payment of Benefits -
Benefit payments to participants are recorded upon distribution.
Risks and Uncertainties -
The Savings Plan provides for various investment options. The Savings
Plan's mutual funds invest in various securities including U.S. government
securities, corporate debt instruments and corporate stocks. Investment
securities, in general, are exposed to various risks, such as interest
rate, credit and overall market volatility. Due to the level of risk
associated with certain investment securities, it is reasonably possible
that changes in the values of investment securities will occur in the near
term and that such changes could materially affect participant's account
balances and the amounts reported in the statements of net assets
available for Plan benefits.
Revision of Prior Year Amounts -
Prior year's presentation of the Statement of Net Assets Available for
Plan Benefits has been revised to reflect the adoption of the FSP as
discussed in Note 2.
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3. INVESTMENTS
The following table represents a breakdown of how the fair value of
investments is determined:
December 31, 2006 December 31, 2005
-------------------------- ----------------------------
Quoted Market Value $ 815,316 $ 901,268
Common Collective Trusts at Net Asset Value 90,587,357 98,333,465
Wrappers at Fair Value 49,613 68,307
Mutual Funds at Net Asset Value 192,543,156 183,677,621
Participant Loans 3,990,852 3,881,336
------------------- ----------------
Total investments at fair value $ 287,986,294 $ 286,861,997
=================== ================
The following table presents investments that represent 5 percent or more
of the Savings Plan's net assets at December 31, 2006 and 2005.
December 31, 2006 December 31, 2005
-------------------------- -----------------------------
Wells Fargo Galliard Fixed Income Fund A $ 17,341,028 $ 18,170,953
Wells Fargo Galliard Fixed Income Fund F 35,465,468 34,635,359
Wells Fargo Synthetic Stable Value Fund 36,279,546 29,792,038
Dryden Stock Index Fund I 58,417,176 58,539,696
PIMCO Total Return A 20,984,269 21,412,903
Amer Funds EuroPacific Growth A 20,051,117 15,839,903
MFS Massachusetts Investors Growth Stock A 20,217,010 18,385,244
Alliance Growth & Income A 22,860,098 20,414,884
American Balanced Fund 22,343,758 22,844,846
During 2006, the Savings Plan's investments (including gains and losses on
investments bought and sold, as well as held during the year) appreciated
in value by $23,464,842 as follows:
Net (depreciation) appreciation in fair value of investments:
Common stock $ (175,777)
Common Collective Trusts 7,945,956
Mutual funds 15,694,663
---------------------
Net appreciation $ 23,464,842
=====================
4. Synthetic Guaranteed Investment Contracts (GIC)
The Savings Plan has four investments in Synthetic Guaranteed Investment
Contracts ("GIC")during the 2006 and 2005 Plan years. These are
investments that simulate the performance of a traditional GIC through the
use of financial instruments (referred to as "wrapper" contracts). For
these investments, the Company invested in common / collective trusts
which consist of government securities, private and public backed
mortgaged-backed and other asset-backed securities as well as grouped
investments. The benefit responsive "wrapper" contracts were all liquidity
agreements. As of December 31, 2006 and 2005, the aggregate fair values of
the "wrapper" contracts held by the Savings Plan were $49,613 and
($5,022), respectively. In addition to investments in the
common/collective trusts that form part of the Synthetic GIC's as
disclosed below, there were additional investments in other
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common/collective trusts, mutual funds and stock amounted to $235,130,185
and $222,691,868,as of December 31, 2006 and 2005, respectively.
There are no reserves against contract value for credit risk of the
contract issuer or otherwise. The crediting interest rate is based on a
formula agreed upon with the issuer, but it may not be less than zero
percent. Such interest rates are reviewed on a quarterly basis for
resetting.
Certain events limit the ability of the Savings Plan to transact at
contract value with the issuer. Such events include the following: (1)
amendments to the Savings Plan documents, (2) changes to Savings Plan's
prohibition on competing investment options or deletion of equity wash
provisions, (3) bankruptcy of the Savings Plan sponsor or other Savings
Plan sponsor events that cause a significant withdrawal from the plan, or
(4) the failure of the trust to qualify for exemption from federal income
taxes or any required prohibited transaction exemption under the Employee
Retirement Income Security Act of 1974. The Savings Plan administrator
does not believe that the occurrence of any such value event, which would
limit the Savings Plan's ability to transact at contract value with
participants, is probable.
The guaranteed investment contract does not permit the insurance company
to terminate the agreement prior to the scheduled maturity date.
Reconciled Contract
Plan Year 2006 Value of Investment
------------------------------------------------------------------------- -------------------------
AIG Financial Products,5.78% due 9/23/10
Union Bank Switzerland,5.59% due 9/23/10
Fixed Income Fund A $ 17,341,028
Contract value liquidity agreement 13,885
Adjustment to contract value 519
-------------------------
Total Contract Value $ 17,355,432
Crediting rate: 5.78%, 5.59%
Yield Rates: 5.70%, 5.51%
Monumental Life, 5.27% due 3/17/09
Bank of America, 5.27% due 3/17/09
Fixed Income Fund F $ 35,465,468
Contract value liquidity agreement 35,728
Adjustment to contract value 289,667
-------------------------
Total Contract Value $ 35,790,863
Crediting rate: 5.27%
-------------------------
-------------------------
Yield Rates: 5.17% Total Plan Year 2006 $ 53,146,295
=========================
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Reconciled Contract
Plan Year 2005 Value of Investment
------------------------------------------------------------------------- -------------------------
AIG Financial Products,5.52% due 7/31/09
Fixed Income Fund A $ 18,170,953
Contract value liquidity agreement 14,401
Adjustment to contract value (184,072)
-------------------------
Total Contract Value $ 18,001,282
Crediting rate: 5.52%
Yield Rates: 5.44%
Union Bank Switzerland,5.33% due 7/31/10
Galliard Fixed Income Fund E $ 11,295,510
Contract value liquidity agreement 9,044
Adjustment to contract value 1,055
-------------------------
Total Contract Value $ 11,305,609
Crediting rate: 5.33%
Yield Rates: 5.25%
Bank of America, 5.07% due 3/31/08
Galliard Fixed Income Fund F $ 17,317,680
Contract value liquidity agreement 22,431
Adjustment to contract value 54,844
-------------------------
Total Contract Value $ 17,394,955
Crediting rate: 5.07%
Yield Rates: 4.97%
Monumental Life, 5.07% due 3/31/08
Galliard Fixed Income Fund F $ 17,317,679
Contract value liquidity agreement 22,431
Adjustment to contract value 54,843
-------------------------
Total Contract Value $ 17,394,953
Crediting rate: 5.07%
-------------------------
Yield Rates: 4.97% Total Plan Year 2005 $ 64,096,799
=========================
In addition to the four investments in GIC's discussed above, the Savings
Plan invests in two collective trust funds that primarily invest in
security-backed contracts. As of December 31, 2006 and 2005, the
adjustment from fair value to contract value for fully benefit responsive
investments for these collective trust funds were $211,640 and $3,571,
respectively.
The average yield rates based on actual earnings for fully benefit
responsive investment contracts as of December 31, 2006 and 2005 were
5.37% and 5.34%, respectively. The average yield rates based on interest
rate credited to participants for fully benefit responsive investment
contracts as of December 31, 2006 and 2005 were 5.36% and 5.18%,
respectively.
5. RELATED PARTY TRANSACTIONS
Certain Savings Plan investments are shares of a common collective trust
and mutual funds managed by Prudential Trust Company.
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Prudential Trust Company is the trustee as defined by the Savings Plan
and, therefore, these transactions qualify as party-in-interest
transactions. The Savings Plan has investments in A&P Stock that were made
in prior years. Employees may no longer select this investment option.
Certain administrative functions are performed by the officers and
employees of the Company (who may be participants in the Savings Plan) at
no cost to the Savings Plan. These transactions are not deemed prohibited
transactions because they are covered by the statutory administrative
exemption from the Internal Revenue Code's and ERISA's rules on prohibited
transactions.
6. SAVINGS PLAN TERMINATION
Although it has not expressed any intent to do so, the Company reserves
the right to terminate the Savings Plan subject to the provisions of
ERISA. If the Savings Plan is terminated, each participant would receive
the value of his or her interest in the trust funds attributable to both
participant and employer vested contributions for all years of
participation.
7. FEDERAL INCOME TAX STATUS
The Internal Revenue Service has determined and informed the Company by
letter dated April 19, 2004 that the Savings Plan and related trust are
designed in accordance with applicable sections of the Internal Revenue
Code (the "Code"). The Savings Plan has been amended since receiving the
determination letter. The Savings Plan Administrator believes that the
Savings Plan is currently designed and being operated in compliance with
the applicable requirements of the Internal Revenue Code. Therefore, no
provision for income taxes has been included in the Savings Plan's
financial statements.
8. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of net assets available for plan
benefits per the financial statements to the Form 5500:
December 31, 2006 December 31, 2005
-------------------------- --------------------------
Net assets available for plan benefits
per the financial statements $ 288,613,016 $ 287,145,198
Adjustment from fair value to contract
value for fully benefit responsive
investment contracts (security-backed
contracts) 290,186 (73,330)
Adjustment from fair value to book value
for fully benefit responsive investments
for collective trust funds Wrappers
at Fair Value 211,640 3,571
------------------- ----------------------
Net assets available for plan benefits
per the Form 5500 $ 288,111,190 $ 287,214,957
=================== =======================
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THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC. SAVINGS PLAN
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AS OF DECEMBER 31, 2006
Description of Investment
including maturity date, rate of
Identity of Issue, Borrower, interest, collateral, par or
Lessor, or Similar Party maturity value Cost Current Value
---------------------------------------- ------------------------------------------------- ----------------- -------------
Wells Fargo Stable Value Fund A Collective Trust Fund $ 1,492,213 $ 1,501,315
Wells Fargo Synthetic Stable Value Fund Collective Trust Fund 28,358,034 36,279,546
Wells Fargo Galliard Fixed Income Fund A Collective Trust Fund 13,686,039 17,341,028
Wells Fargo Galliard Fixed Income Fund F Collective Trust Fund 33,495,067 35,465,468
AIG Financial Products Corp Wrapper Contract, - 6,942
Maturity 9/23/10, Rate of interest 5.78%
Union Bank of Switzerland AG Wrapper Contract, - 6,943
Maturity 9/23/10, Rate of interest 5.59%
Bank of America N A Wrapper Contract, - 17,864
Maturity 3/17/09, Rate of interest 5.27%
Monumental Life Insurance Company Wrapper Contract, - 17,864
Maturity 3/17/09, Rate of interest 5.27%
Dryden Stock Index Fund I (*) Mutual fund 51,975,604 58,417,176
American Balanced Fund Mutual fund 20,596,105 22,343,758
PIMCO Total Return A Mutual fund 21,423,426 20,984,269
MFS Massachusetts Investors Growth Mutual fund
Stock A 18,087,093 20,217,010
Alliance Growth and Income A Mutual fund 18,209,000 22,860,098
Amer Funds Euro Pacific Growth A Mutual fund 15,542,935 20,051,117
John Hancock Small Cap Value A Mutual fund 11,520,089 14,019,793
Lord Abbett Mid Cap Value A Fund Mutual fund 12,445,424 13,649,935
A&P Stock (*) A&P Stock 432,393 815,316
Participant loans Mature from 2007 to 2025, 5.00% - 10.50% - 3,990,852
----------------- -------------
Total $ 247,263,422 $287,986,294
================= ============
(*) Party-in-interest
-13-
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (Nos. 333-119045, 333-78805, and 033-54863) of The Great
Atlantic & Pacific Tea Company, Inc. of our report dated June 28, 2007 relating
to the financial statements of The Great Atlantic & Pacific Tea Company, Inc.
Savings Plan, which appears in this Form 11-K.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Florham Park, New Jersey
June 28, 2007
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Exhibit 99.1
Certification Pursuant To 18 U.S.C. Section 1350,
As Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Annual Report of The Great Atlantic & Pacific Tea
Company, Inc. Savings Plan (the "Plan") on Form 11-K for the period ending
December 31, 2006 as filed with the Securities and Exchange Commission on the
date hereof (the "Report"), I, Leonard B. Comberiate, Senior Director of
Benefits and Collectively Bargained Funds, of The Great Atlantic & Pacific Tea
Company, Inc., certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of
the Securities Exchange Act of 1934; and (2) The information contained in the
Report fairly presents, in all material respects, the financial condition and
results of operations of the Plan.
June 28, 2007 /s/ Leonard B. Comberiate
-----------------------------
Leonard B. Comberiate
Senior Director of Benefits &
Collectively Bargained Funds
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