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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
MAY 10, 2005
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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ITEM 7.01 REGULATION FD DISCLOSURE
In accordance with SEC Release No. 33-8216, the information contained herein and
in the accompanying exhibit is being furnished under Item 12, "Results of
Operations and Financial Condition." This information shall not be deemed
"filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), or incorporated by reference in any filing under
the Securities Act of 1933, as amended, or the Exchange Act, except as shall be
expressly set forth by specific reference in such a filing.
On May 10, 2005, The Great Atlantic & Pacific Tea Company, Inc. issued a press
release announcing its financial results for the fiscal 2004 fourth quarter and
full year ended February 26, 2005. A copy of the press release is attached as
Exhibit 99.1 to this Current Report.
To supplement the consolidated financial results as determined in accordance
with generally accepted accounting principles ("GAAP"), the press release
presents non-GAAP financial measures for "EBITDA." EBITDA is defined as earnings
before interest, taxes, depreciation, amortization, minority interest,
discontinued operations and cumulative effect of change in accounting
principles. Management believes that the use of such non-GAAP financial measures
enables the Company to convey a useful and informative financial picture to
investors. The non-GAAP measure "EBITDA" reflects a measure that the Company
beleives is of interest to investors. As required by the Securities and Exchange
Commission, EBITDA is reconciled to Net Cash provided by Operating Activities on
Schedule 1 of the release.
ITEM 9.01 FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c). Exhibits.
Exhibit 99.1 Press Release of The Great Atlantic & Pacific Tea
Company, dated May 10, 2005.
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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.
THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.
By: /s/ Mitchell P. Goldstein
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Name: Mitchell P. Goldstein
Title: Executive Vice President,
Chief Financial Officer & Secretary
Dated: May 10, 2005
EXHIBIT INDEX
EXHIBIT No. DESCRIPTION
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99.1 Press Release dated May 10, 2005