UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
November 30, 2007 (November 27, 2007)
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 8.01 Other Events
On November 27, 2007, The Great Atlantic & Pacific Tea Company, Inc. (the
"Company"), issued a press release announcing that the Federal Trade Commission
has accepted a proposed consent agreement relating to A&P's acquisition of
Pathmark Stores Inc. In addition, the Hart-Scott-Rodino Act waiting period has
expired, thereby permitting the parties to close the transaction. A&P expects to
complete the acquisition on or about December 3, 2007. A copy of the press
release is attached hereto as Exhibit 99.1.
(c) Exhibits. The following exhibit is filed herewith:
Exhibit No. Description
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99.1 Press Release dated November 27, 2007
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.
Dated: November 30, 2007
THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.
By: /s/ Allan Richards
Allan Richards, Senior Vice President,
Human Resources, Labor Relations,
Legal Services & Secretary
Exhibit 99.1
Investor Contact: William J. Moss
Vice President, Treasurer
(201) 571-4019
Press Contact: Richard P. De Santa
Senior Director, Corporate Affairs
(201) 571-4495
For Immediate Release
Federal Trade Commission Accepts Consent Agreement;
Clears Way for A&P to Complete Pathmark Acquisition
MONTVALE, NJ - November 27, 2007 - The Great Atlantic & Pacific Tea Company,
Inc. (A&P)(NYSE:GAP) announced today that the Federal Trade Commission (FTC) has
accepted a proposed consent agreement relating to A&P's acquisition of Pathmark
Stores Inc. (Carteret, NJ). In addition, the Hart-Scott-Rodino Act waiting
period has expired, thereby permitting the parties to close the transaction. A&P
expects to complete the acquisition, which includes 140 Pathmark stores in New
York, New Jersey, Pennsylvania and Delaware, on or about December 3, 2007.
The terms of the consent agreement require A&P to divest six stores located in
the state of New York within a short period following completion of the
acquisition. A&P has entered into definitive agreements to sell all of the
stores required to be divested. Those sales have been approved by the FTC, and
A&P expects to complete the required divestitures within the prescribed time
frame contained in the consent order.
A&P said the following six stores are being sold under the consent agreement:
four Waldbaum's stores, at 3251 Richmond Avenue South, 778 Manor Road, 4343
Amboy Road, and 1441 Richmond Avenue, and the Pathmark store at 2660 Hylan
Boulevard, all on Staten Island, N.Y., to King Kullen Grocery Co.; and the
Waldbaum's store at 999 Montauk Highway, Shirley, N.Y., to Stop & Shop
Supermarket Cos. The Company has also entered into an agreement with the
Attorney General of the State of New York to divest the aforementioned stores to
those buyers. A&P said the stores being divested represent combined annualized
sales of approximately $149 million and EBITDA of approximately $6 million.
The consent agreement will be subject to a 30-day public comment period, after
which the FTC may propose modifications before the consent order is made final.
However, A&P is not required to delay closing of the acquisition for the comment
period.
Axinn, Veltrop & Harkrider LLP is serving as antitrust counsel to A&P and Latham
& Watkins LLP is serving as counsel to Pathmark.
About The Great Atlantic & Pacific Tea Company, Inc.
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Founded in 1859, A&P is one of the nation's first supermarket chains. The
Company operates 315 stores in 6 states and the District of Columbia under the
following trade names: A&P, Waldbaum's, The Food Emporium, Super Foodmart, Super
Fresh and Food Basics.
About Pathmark Stores Inc.
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Pathmark is a regional supermarket chain currently operating 140 supermarkets in
the New York, New Jersey and Philadelphia metropolitan areas. Additional
information about Pathmark may be found at its web site, www.pathmark.com.