UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
(Mark One)
[X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended February 23, 2008
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _______ to ________
Commission file number 1-4141
THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.
(Exact name of registrant as specified in its charter)
Maryland 13-1890974
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2 Paragon Drive
Montvale, New Jersey 07645
(Address of principal executive offices)
Registrant's telephone number, including area code: 201-573-9700
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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
5.125% Convertible Senior Notes, due June 15, 2011 New York Stock Exchange
6.750% Convertible Senior Notes, due December 15, 2012 New York Stock Exchange
9.125% Senior Notes, due December 15, 2011 New York Stock Exchange
9.375% Notes, due August 1, 2039 New York Stock Exchange
Securities registered pursuant to Section 12 (g) of the Act: None
---------------------------------
Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined by Rule 405 of the Securities Act. Yes [X] No [ ]
Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 of Section 15(d) of the Act. Yes [ ] No [X]
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [ X ] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K (229.405 of this chapter) is not contained herein,
and will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [ ]
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of "large accelerated filer," "accelerated filer"
and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer ________ Accelerated filer X Non-accelerated filer _________ Smaller reporting company__________
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Indicate by check mark whether the registrant is a shell company
(as defined in Exchange Act Rule 12b-2). Yes [ ] No [X]
The aggregate market value of the voting stock held by non-affiliates
of the Registrant as of the close of business on September 7, 2007, the
registrant's most recently completed second fiscal quarter, was $588,738,478.
The number of shares of common stock outstanding as of the close of
business on May 6, 2008 was 57,629,240.
DOCUMENTS INCORPORATED BY REFERENCE
The information required by Part I, Items 1 and 3, and Part II, Items
5, 6, 7, 7A, 8 and 9A are incorporated by reference from the Registrant's Fiscal
2007 Annual Report to Stockholders. The information required by Part III, Items
10, 11, 12, 13, and 14 are incorporated by reference from the Registrant's Proxy
Statement for the 2008 Annual Meeting of Stockholders.
EXPLANATORY NOTE
The Great Atlantic & Pacific Tea Company, Inc. ("The Company") is
filing this amendment ("Amendment") to its Annual Report on Form 10-K for the
year ended February 23, 2008, initially filed on May 8, 2008, for the primary
purpose of including the consolidated financial statements and related footnotes
(collectively, "the financial statements") of Metro, Inc. in Exhibit 99.2, the
consent of PricewaterhouseCoopers LLP in Exhibit 23.1 and the consent of Ernst &
Young LLP in Exhibit 23.2. The Company is required to include the Metro, Inc.
financial statements in Form 10-K/A due to Metro, Inc. meeting certain tests of
significance under the Securities and Exchange Commission Rule 3-09 of
Regulation S-X.
As required by Rule12b-15 under the Securities Exchange Act of 1934, as
amended, new certifications by our principal executive officer and principal
financial officer are being filed with this Amendment.
Except as described above, no other amendments are being made to the
Annual Report, filed on May 8, 2008. This Form 10-K/A does not reflect events
occurring after the May 8, 2008 filing of our Annual Report or modify or update
the disclosures contained in the Annual Report in any way other than as required
to reflect the amendment discussed above.
ITEM 15 - Exhibits and Financial Statement Schedules
(a) Documents filed as part of this report or incorporated herein by reference
to the Annual Report on Form 10-K filed on May 8, 2008:
1) Financial Statements: The following Consolidated Financial
Statements, related Notes and Report of Independent Registered Public
Accounting Firm are included in the Form 10-K and are incorporated by
reference into Item 8 of Part II of the Form 10-K filed on May 8,
2008.
Consolidated Statements of Operations
Consolidated Statements of Stockholders' Equity and
Comprehensive Income (Loss)
Consolidated Balance Sheets
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm
2) Financial Statement Schedule:
Schedule II Valuation and Qualifying Accounts and
Reserves (incorporated herein by reference
to Form 10-K filed on May 8, 2008)
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
2.1 Stock Purchase Agreement, dated as of July 19, 2005, by and among the Company, 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 through July
1987 (incorporated herein by reference to Exhibit 3(a) to Form 10-K filed on May 27, 1988)
3.2 By-Laws of The Great Atlantic & Pacific Tea Company, Inc., as amended and restated through October 6,
2005 (incorporated herein by reference to Exhibit 3.1 to Form 8-K filed on October 11, 2005)
4.1 Indenture, dated as of January 1, 1991 between the Company 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)
4.2 First Supplemental Indenture, dated as of December 4, 2001, to the Indenture, between the Company and
JPMorgan Chase Bank, relating to the 7.70% Senior Notes due 2004 (incorporated herein by reference
to Exhibit 4.1 to Form 8-K filed on December 4, 2001)
4.3 Second Supplemental Indenture, dated as of December 20, 2001, to the Indenture between our
Company 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)
4.4 Successor Bond Trustee (incorporated herein by reference to Exhibit 4.4 to Form 10-K filed on May 9,
2003)
4.5 Third Supplemental Indenture, dated as of August 23, 2005, to the Indenture between the Company 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)
4.6 Fourth Supplemental Indenture, dated as of August 23, 2005, to the Indenture between the Company 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)
4.7 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)
4.8 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)
4.9 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 2012 (incorporated herein by reference to Exhibit 4.4 to Form 8-K filed on
December 17, 2007)
4.10 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)
4.11 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)
10.1 Executive Employment Agreement, made and entered into as of the 15th day of August, 2005, by and
between the Company 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
Company and Brenda Galgano (incorporated herein by reference to Exhibit 10.9 to Form 10-Q filed on
October 17, 2003)
10.3 Employment Agreement, made and entered into as of the 14th day of May, 2001, by and between the
Company and John E. Metzger, as amended February 14, 2002 ("Metzger Agreement") (incorporated herein
by reference to Exhibit 10.13 to Form 10-K filed on July 5, 2002)
10.4 Amendment to John E. Metzger Agreement dated October 25, 2004 (incorporated herein by reference to
Exhibit 10.12 to Form 10-K filed on May 10, 2005)
10.5 Employment Agreement, made and entered into as of the 25th day of January, 2006, by and between the
Company and Jennifer MacLeod (incorporated herein by reference to Exhibit 10.13 to Form 10-K filed on
May 9, 2006)
10.6 Employment Agreement, made and entered into as of the 1st day of March 2005, by and between the
Company and William J. Moss (incorporated herein by reference to Exhibit 10.13 to Form 10-K filed on
May 10, 2005)
10.7 Employment Agreement, made and entered into as of the 11th day of December, 2006, by and between the
Company and Rebecca Philbert, (incorporated herein by reference to Exhibit 10.15 to Form 10-K filed
on April 25, 2007)
10.8 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 Company and Rebecca Philbert, (incorporated herein by reference to
Exhibit 10.8 to Form 10-K filed on May 8, 2008)
10.9 Employment Agreement, made and entered into as of the 4th day of January 2006, by and between the
Company and Melissa E. Sungela (incorporated herein by reference to Exhibit 10.17 to Form 10-Q filed
on January 6, 2006)
10.10 Employment Agreement, made and entered into as of the 12th day of September 2005, by and between the
Company and Paul Wiseman (incorporated herein by reference to Exhibit 10.17 to Form 10-Q filed on
October 18, 2005)
10.11 Employment Agreement, made and entered into as of the 2nd day of December 2004, by and between the
Company and Allan Richards (incorporated herein by reference to Exhibit 10.18 to Form 10-Q filed on
October 18, 2005)
10.12 Employment Agreement, made and entered into as of the 2nd day of December 2004, by and between the
Company and Stephen Slade (incorporated herein by reference to Exhibit 10.19 to Form 10-Q filed on
October 18, 2005)
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)
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)
10.15 1994 Stock Option Plan (incorporated herein by reference to Exhibit 10(e) to Form 10-K filed on May
24, 1995)
10.16 1998 Long Term Incentive and Share Award Plan (incorporated herein by reference to Exhibit 10(k) to
Form 10-K filed on May 19, 1999, to Appendix B to the Proxy Statement dated May 27, 2005 and to
Appendix B to the Proxy Statement dated May 25, 2006)
10.17 Form of Stock Option Grant (incorporated herein by reference to Exhibit 10.20 to Form 10-K filed on
May 10, 2005)
10.18 Description of 2005 Turnaround Incentive Compensation Program (incorporated herein by reference to
Exhibit 10.21 to Form 10-K filed on May 10, 2005)
10.19 Form of Restricted Share Unit Award Agreement (incorporated herein by reference to Exhibit 10.22 to
Form 10-K filed on May 10, 2005)
10.20 Description of 2006 Long Term Incentive Plan (incorporated herein by reference to Exhibit 10.28 to
Form 10-Q filed on July 21, 2006)
10.21 Form of 2006 Restricted Share Unit Award Agreement (incorporated herein by reference to Exhibit 10.29
to Form 10-Q filed on July 21, 2006)
10.22 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)
10.23 2004 Non-Employee Director Compensation effective as of July 14, 2004 (incorporated herein by
reference to Exhibit 10.15 to Form 10-Q filed on July 29, 2004 and to Appendix C to the Proxy
Statement dated May 25, 2006)
10.24 Description of Management Incentive Plan (incorporated herein by reference to Exhibit 10.30 to Form
10-K filed on May 9, 2006)
10.25 Asset Purchase Agreement, dated as of June 27, 2005, by and between the Company, 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)
10.26 Supply Agreement, dated as of June 27, 2005, by and between the Company and C&S Wholesale Grocers,
Inc. (incorporated herein by reference to Exhibit 10.39 to Form 10-Q/A filed on June 25, 2007)
10.27 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)
10.28 Investor Agreement by and between A&P Luxembourg S.a.r.l., a wholly owned subsidiary of the Company,
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)
10.29 Commitment letter dated as of March 4, 2007, by and between the Company and Pathmark Stores, Inc.
(incorporated herein by reference to Exhibit 10.1 to Form 8-K filed on March 6, 2007)
10.30 Employment Agreement, made and entered into as of the 1st day of May 2007, by and between the
Company and Andreas Guldin (incorporated herein by reference to Exhibit 10.1 to Form 8-K filed on
May 7, 2007)
10.31 Credit Agreement dated as of December 3, 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 10.1 to Form 8-K/A Amendment
No. 2 filed on December 7, 2007)
10.32 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)
10.33 Senior Secured Bridge Credit Agreement, dated as of December 3, 2007, among The Great Atlantic &
Pacific Tea Company, Inc., The Lenders from time to time party thereto, Bank of America, N.A., as
Administrative Agent, and Lehman Commercial Paper Inc., as Syndication Agent (incorporated herein by
reference to Exhibit 10.2 to Form 8-K/A Amendment No. 2 filed on December 7, 2007)
10.34 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 12, 2007)
10.35 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 17, 2007)
10.36 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 12, 2007)
10.37 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 17, 2007)
10.38 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 12, 2007)
10.39 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 17, 2007)
10.40 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 12, 2007)
10.41 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 17, 2007)
10.42 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 12, 2007)
10.43 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 12, 2007)
10.44 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 12, 2007)
10.45 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 12, 2007)
10.46 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 12, 2007)
10.47 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 17, 2007)
10.48 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 12, 2007)
10.49 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 17, 2007)
11 Statement re computation of per share earnings - Information required to be presented in Exhibit 11
is included in Exhibit 13, under Note - 1 Summary of Significant Accounting Policies, in accordance
with Statement of Accounting Standards No. 128, "Earnings Per Share" (incorporated herein by
reference to Exhibit 11 to Form 10-K filed on May 8, 2008)
13 Fiscal 2007 Annual Report to Stockholders (incorporated herein by reference to Exhibit 13 to Form
10-K filed on May 8, 2008)
14 Code of Business Conduct and Ethics (incorporated herein by reference to Exhibit 14 to Form 10-K
filed on May 8, 2008)
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 (incorporated herein by reference to Exhibit 21 to Form 10-K filed on May
8, 2008)
23.1* Consent of Independent Registered Public Accounting Firm from PricewaterhouseCoopers LLP, as filed
herein
23.2* Consent of Independent Auditors from Ernst & Young LLP, as filed herein
31.1* Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002, as filed herein
31.2* Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002, as filed herein
32* Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, as filed herein
99.2* Metro, Inc. September 29, 2007 Consolidated Financial Statements, as filed herein
* Filed with this 10-K/A
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 thereunto duly authorized.
THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.
Dated: May 21, 2008 By: /s/ Melissa E. Sungela
----------------------------------------------
Melissa E. Sungela, Vice President,
Corporate Controller (Chief Accounting Officer)
Exhibit 31.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
Section 302 Certification
I, Eric Claus, certify that:
1. I have reviewed this report on Form 10-K/A of The Great Atlantic & Pacific
Tea Company, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) for the registrant and have:
a) designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the registrant, including
its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared;
b) designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting
principles;
c) evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of
the period covered by this report; and
d) disclosed in this report any change in the registrant's internal control
over financial reporting that occurred during the registrant's most
recent fiscal quarter (the registrant's fourth fiscal quarter in the case
of an annual report) that has materially affected, or is likely to
materially affect, the registrant's internal control over financial
reporting; and
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of registrant's board of
directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to record,
process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
control over financial reporting.
/s/ Eric Claus Date: May 21, 2008
--------------
Eric Claus
President and
Chief Executive Officer
Exhibit 31.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
Section 302 Certification
I, Brenda M. Galgano, certify that:
1. I have reviewed this report on Form 10-K/A of The Great Atlantic & Pacific
Tea Company, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) for the registrant and we have:
a) designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the registrant, including
its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared;
b) designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting
principles;
c) evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of
the period covered by this report; and
d) disclosed in this report any change in the registrant's internal control
over financial reporting that occurred during the registrant's most
recent fiscal quarter (the registrant's fourth fiscal quarter in the case
of an annual report) that has materially affected, or is likely to
materially affect, the registrant's internal control over financial
reporting; and
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of registrant's board of
directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to record,
process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
control over financial reporting.
/s/ Brenda M. Galgano Date: May 21, 2008
---------------------
Brenda M. Galgano
Senior Vice President,
Chief Financial Officer
Exhibit 32
Certification Accompanying Periodic Report
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(18 U.S.C. ss. 1350)
The undersigned, Eric Claus, President and Chief Executive Officer of The Great
Atlantic & Pacific Tea Company, Inc. ("Company"), and Brenda M. Galgano, Senior
Vice President, Chief Financial Officer of the Company, each hereby certifies
that (1) the Amendment No. 1 to the Annual Report of the Company on Form 10-K/A
for the fiscal year ended February 23, 2008 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 the results of operations of the Company.
Dated: May 21, 2008 /s/ Eric Claus
--------------
Eric Claus
President
and
Chief Executive Officer
Dated: May 21, 2008 /s/ Brenda M. Galgano
---------------------
Brenda M. Galgano
Senior Vice President,
Chief Financial Officer