================================================================================
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
JANUARY 8, 2008
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
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)
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))
================================================================================
ITEM 2.02 RESULTS OF OPERATIONS & FINANCIAL CONDITIONS
On January 8, 2008, The Great Atlantic & Pacific Tea Company, Inc. announced
fiscal 2007 third quarter and year to date results for the 12 and 40 weeks ended
December 1, 2007. A copy of the press release is attached as Exhibit 99.1 to
this Current Report.
In accordance with General Instruction B.2 of Form 8-K, the information
furnished in this Item 2.02 shall not be deemed "filed" for purposes of Section
18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to
the liabilities of that section, nor shall such information be deemed
incorporated by reference in any filing under the Securities Act of 1933, as
amended, except as shall be expressly set forth by specific reference in such a
filing.
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, equity in
earnings of Metro, Inc., discontinued operations and the (loss) gain on the sale
of A&P Canada. Ongoing, operating EBITDA is defined as EBITDA adjusted for items
the Company considers non-operating in nature that management excludes when
evaluating the results of the U.S. ongoing business. The Company believes the
presentation of these measures is relevant and useful for investors because it
allows investors to view results in a manner similar to the method used by the
Company's management and makes it easier to compare the Company's results with
other companies that have different financing and capital structures or tax
rates. In addition, these measures are also among the primary measures used
externally by the Company's investors, analysts and peers in its industry for
purposes of valuation and comparing the results of the Company to other
companies in its industry. Adjusted EBITDA is reconciled to Net Cash provided
from Operating Activities on Schedule 4 of this release.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c). Exhibits.
Exhibit 99.1 Press Release of The Great Atlantic & Pacific Tea Company, Inc.,
dated January 8, 2008.
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/ Brenda Galgano
Name: Senior Vice President
Title: And Chief Financial Officer
Dated: January 8, 2008
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
----------- -----------
99.1 PRESS RELEASE DATED JANUARY 8, 2008