-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, H6vV2sXPhXQyMx7nkZjq0tPYdFqW/Ochg+BIWGcrR4kMRRTk+4HmZhJGufX/Bx4/ S5ZxtpPhGey28oZcnju8zQ== 0000950157-97-000241.txt : 19970520 0000950157-97-000241.hdr.sgml : 19970520 ACCESSION NUMBER: 0000950157-97-000241 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970515 SROS: NONE GROUP MEMBERS: ERIVAN KARL HAUB GROUP MEMBERS: TENGELMANN WARENHANDELSGESELLSCHAST SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GREAT ATLANTIC & PACIFIC TEA CO INC CENTRAL INDEX KEY: 0000043300 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-GROCERY STORES [5411] IRS NUMBER: 131890974 STATE OF INCORPORATION: MD FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-09783 FILM NUMBER: 97607422 BUSINESS ADDRESS: STREET 1: 2 PARAGON DR CITY: MONTVALE STATE: NJ ZIP: 07645 BUSINESS PHONE: 2015739700 MAIL ADDRESS: STREET 1: 2 PARAGON DRIVE CITY: MONTVALE STATE: NJ ZIP: 07645 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TENGELMANN WARENHANDELSGESELLSCHAST CENTRAL INDEX KEY: 0001039441 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: WISSOWSTRASSE 5-43 STREET 2: 45478 MULHEIM AN DER RUHR STATE: I9 ZIP: 0000000 BUSINESS PHONE: 011492085806357 MAIL ADDRESS: STREET 2: 825 8TH AVE CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D 1 SCHEDULE 13D =========================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 34)* THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC. (Name of Issuer) COMMON STOCK, Par Value $1 Per Share (Title of Class of Securities) 390064 10 3 (CUSIP Number) John D. Barline 7138 Interlaken Drive SW Tacoma, Washington 98499 with a copy to Samuel C. Butler Cravath, Swaine & Moore Worldwide Plaza 825 Eighth Avenue New York, NY 10019 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 4, 1991 to May 9, 1997 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Note: six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). =========================================================================== Page 1 of 23 Pages SCHEDULE 13D CUSIP No. 390064 10 3 Page 2 of 23 Pages - ----------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON SS OR IRS IDENTIFICATION NO OF ABOVE PERSON Erivan Karl Haub ###-##-#### - ----------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - ----------------------------------------------------------------------------- 3 SEC USE ONLY - ----------------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF and PF - ----------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(E) [ ] - ----------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Federal Republic of Germany - ----------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 100 BENEFICIALLY -------------------------------------------------- OWNED BY EACH 8 SHARED VOTING POWER REPORTING 20,750,000 PERSON WITH -------------------------------------------------- 9 SOLE DISPOSITIVE POWER 100 -------------------------------------------------- 10 SHARED DISPOSITIVE POWER 20,750,000 - ----------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,750,100 - ----------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X] - ----------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 54.3% - ----------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - ----------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 390064 10 3 Page 3 of 23 Pages - ----------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON SS OR IRS IDENTIFICATION NO OF ABOVE PERSON Tengelmann Warenhandelsgesellschaft 51-0235841 - ----------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - ----------------------------------------------------------------------------- 3 SEC USE ONLY - ----------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC - ----------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(E) [ ] - ----------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Federal Republic of Germany - ----------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY -------------------------------------------------- OWNED BY EACH 8 SHARED VOTING POWER REPORTING 20,750,000 PERSON WITH -------------------------------------------------- 9 SOLE DISPOSITIVE POWER -------------------------------------------------- 10 SHARED DISPOSITIVE POWER 20,750,000 - ----------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,750,000 - ----------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X] - ----------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 54.3% - ----------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN - ----------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! This Amendment No. 34 relates to the purchase and sale of shares of Common Stock (as defined below) by Tengelmann since December 4, 1991, including the purchase of 45,000 shares of Common Stock within the past sixty days (the "Recent Shares"), and is intended to amend and restate the entire text of the statement on Schedule 13D (the "Statement") to update the information presented therein and create a composite Statement presenting such information in one document. Accordingly, the Statement is hereby amended and restated in its entirety to read as follows: Item 1. Security and Issuer This Statement relates to the Common Stock, par value $1 per share (the "Common Stock"), of The Great Atlantic & Pacific Tea Company, Inc., a Maryland corporation (the "Company"). The principal executive offices of the Company are located at 2 Paragon Drive, Montvale, New Jersey 07645. Item 2. Identity and Background (a)-(c); (f) The names of the persons filing this Statement (the "Reporting Parties") are Tengelmann Warenhandels- gesellschaft, a partnership organized under the laws of the Page 4 of 23 Pages Federal Republic of Germany ("Tengelmann") and Erivan Karl Haub. The business address of both Reporting Parties is Wissollstrasse 5-43, 45478 Mulheim an der Ruhr, Federal Republic of Germany. Tengelmann is engaged in general retail marketing. It owns and operates through affiliated companies and subsidiaries of the Tengelmann Enterprises Group several chains of stores which principally sell grocery and department store items throughout the Federal Republic of Germany, other European countries, Canada and the United States. The partners of Tengelmann are Erivan Karl Haub, Tengelmann Verwaltungs-und Beteiligungsgesellschaft ("Verwaltungs"), a limited liability company authorized under the laws of the Federal Republic of Germany whose principal business address is Wissollstrasse 5-43, 45478 Mulheim an der Ruhr, Federal Republic of Germany, and Erivan Karl Haub's three sons: Karl-Erivan Warder Haub, Georg Rudolf Otto Haub and Christian Wilhelm Erich Haub. One half of the partnership assets of Tengelmann are owned by Erivan Karl Haub, with the remainder equally divided among his three sons. Page 5 of 23 Pages Mr. Karl-Erivan Warder Haub is a citizen of the United States and the Federal Republic of Germany whose business address is Wissollstrasse 5-43, 45478 Mulheim an der Ruhr, Federal Republic of Germany. Mr. Karl-Erivan Warder Haub is Chairman of the Operating Board of Tengelmann (Chief Operating Officer). Mr. Georg Rudolf Otto Haub is a citizen of the United States and the Federal Republic of Germany whose business address is Wissollstrasse 5-43, 45478 Mulheim an der Ruhr, Federal Republic of Germany. Mr. Georg Rudolf Otto Haub is Consultant for Store Planning and Construction for Tengelmann. Mr. Christian Wilhelm Erich Haub is a citizen of the United States and the Federal Republic of Germany whose business address is 2 Paragon Drive, Montvale, New Jersey 07645. Mr. Christian Wilhelm Erich Haub was elected a director of the Company on December 3, 1991, President and Chief Operating Officer of the Company on December 7, 1993, and Co-Chief Executive Officer of the Company on April 2, 1997. Verwaltungs, whose only shareholders are Erivan Karl Haub and his three sons, is not an operating company. Its managing directors are Mrs. Rosemarie Baumeister, Dr. Wilfrid Vogt, Mr. Karl-Erivan Warder Haub and Mr. Christian Wilhelm Erich Haub. Mrs. Rosemarie Baumeister Page 6 of 23 Pages and Dr. Wilfrid Vogt, both of whom are citizens of the Federal Republic of Germany, are employees of Tengelmann. Their business address is Wissollstrasse 5-43, 45478 Mulheim an der Ruhr, Federal Republic of Germany. Erivan Karl Haub is chairman and chief executive of Tengelmann, Emil Tengelmann ("Emil"), PLUS Warenhandels- gesellschaft mbH & Co. oHG ("PLUS") and Wilh. Schmitz-Scholl ("Schmitz-Scholl"). Emil, PLUS and Schmitz-Scholl are all partnerships organized under the laws of the Federal Republic of Germany. Emil and PLUS are engaged in general retail marketing. Schmitz-Scholl is a producer of sweets, chocolates and candies. The business address of Emil is Olgastrasse 57-77, 74072 Heilbronn, Federal Republic of Germany. The business address of PLUS and Schmitz-Scholl is Wissollstrasse 5-43, 45478 Mulheim an der Ruhr, Federal Republic of Germany. The partners and partnership interests of Emil, PLUS and Schmitz-Scholl are identical to those of Tengelmann. By virtue of the articles of association of Tengelmann, Emil, PLUS and Schmitz-Scholl, Erivan Karl Haub has exclusive right to direct such companies and is solely responsible for their conduct. Page 7 of 23 Pages (d)-(e) Neither of the Reporting Parties nor, to the best knowledge of the Reporting Parties, any director of Verwaltungs or any partner of Tengelmann has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration The aggregate purchase price (net of brokerage commissions) for the 416,800 shares of Common Stock purchased by Tengelmann since December 4, 1991, was $10,176,187.50. During the same period Tengelmann gave as a gift 1,800 shares of Common Stock. The aggregate purchase price (net of brokerage commissions) for the 45,000 Recent Shares referred to in Item 5(c) hereof as having been purchased by Tengelmann within the past sixty days was $1,144,000.00. The funds used by Tengelmann to purchase all Page 8 of 23 Pages such shares, including the Recent Shares, consisted of available cash from its general funds not needed for its present business. The shares of Common Stock referred to in Item 5(a) hereof as being beneficially owned by Tengelmann, other than the shares referred to in the previous paragraph, were acquired by Tengelmann in transactions which have been previously described in filings pursuant to Rule 13d-1 and Rule 13d-2 under the Act on Schedule 13D ("Previous Filings"). Since December 4, 1991, Christian Wilhelm Erich Haub acquired 200 shares of Common Stock using personal funds and received grants of 140,000 options to purchase Common Stock in connection with his employment with the Company. Item 4. Purpose of Transaction Tengelmann holds shares of Common Stock as an investment. Except for Christian Wilhelm Erich Haub serving as President, Chief Operating Officer and Co-Chief Executive Officer of the Company, Tengelmann does not participate in the day-to-day management of the Company, and it does not have any present intention to increase its participation. Tengelmann reserves the right, however, to increase its Page 9 of 23 Pages participation in the day-to-day management of the Company, to the extent it deems such participation appropriate, and the size of its holdings of Common Stock gives it power to do so. Of the 11 directors of the Company, the following six were suggested for nomination by Tengelmann: John D. Barline Rosemarie Baumeister Christian W.E. Haub Helga Haub Fritz Teelen R.L. "Sam" Wetzel Tengelmann expects to continue to nominate persons for election as directors of the Company. While it has no present intention of doing so, Tengelmann reserves the right to nominate and cause the election of additional directors or all the members of the Board of Directors of the Company (the "Board"), and the size of its holdings of Common Stock gives it power to do so. The Reporting Parties may from time to time purchase additional shares of Common Stock in the open market or in private transactions. The timing and amount of any such purchases will depend on market conditions, business conditions affecting the Company and other factors. The Reporting Parties also reserve the right to make a tender offer or acquire shares of Common Stock in any Page 10 of 23 Pages other manner in order to further increase their interest in the Company. Furthermore, while the Reporting Parties have no present intention of doing so, they reserve the right to reduce their interest in the Company, in whole or in part, by open market or private sales of Common Stock. The Reporting Parties do not have any present plan or proposal which relates to or would result in (a) the acquisition by any person of additional securities of the Company or the disposition of securities of the Company (other than those described in the preceding two paragraphs of this Item 4), (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation involving the Company or any of its subsidiaries, (c) a sale or transfer of a material amount of assets of the Company or of any of its subsidiaries, (d) any change in the present Board or the management of the Company, including any plans or proposals to change the number or term of directors, (e) any material change in the present capitalization or dividend policy of the Company, (f) any material change in the Company's business or corporate structure, (g) any change in the Company's charter or by-laws or other actions which may impede the acquisition of control of the Company by any person, (h) a class of securities of the Company being Page 11 of 23 Pages delisted from a national securities exchange or ceasing to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association, (i) a class of equity securities of the Company becoming eligible for termination of registration pursuant to Sec tion 12(g)(4) of the Act or (j) any action similar to any of those enumerated in (a) through (i) above. The Reporting Parties, however, reserve the right to adopt and implement any plan or proposal or make any change with respect to the Company, including one or more of those referred to in the first sentence of this paragraph, to the extent they deem any such plan, proposal or change to be appropriate, and the size of Tengelmann's holdings of Common Stock gives them power to do so. Item 5. Interest in Securities of the Issuer (a)-(b) As of the close of business on May 9, 1997, Erivan Karl Haub was the beneficial owner (through the direct ownership of Tengelmann) of 20,750,000 shares of Common Stock constituting approximately 54.3% of the outstanding shares of Common Stock (according to the Company, and as will be reported in the Company's 1997 Proxy Statement, as of May 9, 1997, there were outstanding 38,248,966 shares of Page 12 of 23 Pages Common Stock). In addition, as of the close of business on May 9, 1997, Erivan Karl Haub was the direct beneficial owner of 100 shares of Common Stock constituting less than .01% of the outstanding shares of Common Stock. As of the close of business on May 9, 1997, to the best knowledge of the Reporting Parties, the persons named in Item 2 hereof (other than the Reporting Parties) and the directors of the Company suggested for nomination by Tengelmann (including Helga Haub and Rosemarie Baumeister) were the beneficial owners of shares of Common Stock as set forth in Appendix A hereto. Helga Haub, the wife of Erivan Karl Haub and a citizen of the Federal Republic of Germany whose business address is Hasengartenstrasse 25, 65189 Wiesbaden, Federal Republic of Germany, is a member of the Supervisory Board of Kaiser's Kaffee Geschaft AG ("Kaiser"), its minority stockholder and a director of the Company. Rosemarie Baumeister, a citizen of the Federal Republic of Germany whose business address is Wissollstrasse 5-43, 45478 Mulheim an der Ruhr, Federal Republic of Germany, is an executive vice president and the head of the public relations department of Tengelmann, a member of the Supervisory Board of Kaiser and of the Advisory Board of Deutsche Bank AG and a director of the Company. Page 13 of 23 Pages Except as described in the preceding paragraph, neither of the Reporting Parties nor, to the best knowledge of the Reporting Parties, any other person named in Item 2 hereof, nor any person who, together with any of the persons named in Item 2 hereof, comprise a group within the meaning of Section 13(d)(3) of the Act, owns beneficially any shares of Common Stock. The Reporting Parties disclaim any power to vote, or to direct the voting of, or any power to dispose, or to direct the disposition of, the shares owned by Christian Wilhelm Erich Haub, Helga Haub or Rosemarie Baumeister. The Reporting Parties expressly declare that the filing of this statement shall not be construed as an admission that either of the Reporting Parties is, for purposes of Section 13 of the Act, a beneficial owner of the shares of Common Stock owned by Christian Wilhelm Erich Haub, Helga Haub or Rosemarie Baumeister. (c) Within the past sixty days Tengelmann purchased the 45,000 Recent Shares on the New York Stock Exchange. The date, amount and price per share (net of brokerage commissions) of each purchase of Recent Shares are set forth in Appendix B hereto. Page 14 of 23 Pages Except as described in the preceding paragraph, since the latest of the Previous Filings, neither of the Reporting Parties nor, to the best knowledge of the Report ing Parties, any other person named in Item 2 hereof, has effected any transactions in the Common Stock. (d)-(e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer In connection with Tengelmann's intention to acquire additional shares of Common Stock from time to time in the open market and by private purchase, Dillon, Read & Co. Inc. ("Dillon Read") has acted and presently acts as broker and agent for Tengelmann. The Recent Shares were acquired through Dillon Read. Item 7. Material to Be Filed as Exhibits Exhibit Description 1 Agreement to file joint Schedule 13D. 2 Power of Attorney given by Erivan Haub. 3 Power of Attorney given by Tengelmann Warenhandelsgesellschaft. Page 15 of 23 Pages After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. TENGELMANN WARENHANDELSGESELLSCHAFT, by /s/ John D. Barline ---------------------------------- Erivan Karl Haub, Managing Partner by John D. Barline Attorney-in-Fact /s/ John D. Barline ---------------------------------- Erivan Karl Haub by John D. Barline Attorney-in-Fact May 13, 1997 Page 16 of 23 Pages Exhibit 1 AGREEMENT dated May 13, 1997, between TENGELMANN WARENHANDELSGESELLSCHAFT, a partnership organized under the laws of the Federal Republic of Germany ("Tengelmann"), and ERIVAN KARL HAUB. In consideration of the mutual agreement contained herein, the parties agree that the Schedule 13D dated the date hereof to which this Agreement shall be attached as an exhibit shall be jointly filed on behalf of each of Tengelmann and Erivan Karl Haub, individually. IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the day and year first above written. TENGELMANN WARENHANDELSGESELLSCHAFT, by /s/ John D. Barline ----------------------------------- Erivan Karl Haub, Managing Partner by John D. Barline Attorney-in-Fact /s/ John D. Barline ----------------------------------- Erivan Karl Haub by John D. Barline Attorney-in-Fact Page 17 of 23 Pages Exhibit 2 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that the undersigned hereby constitutes and appoints John D. Barline, 7138 Interlaken Drive SW, Tacoma, Washington 98499, the true and lawful agent and attorney-in-fact of the undersigned, with full power to appoint a substitute to act hereunder, with respect to all matters arising in connection with the undersigned's compliance with the requirements of Sections 16(a) and 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission (the "SEC") thereunder, with respect to the undersigned's acquisitions and/or dispositions of shares of Common Stock, par value $1 per share, of The Great Atlantic & Pacific Tea Company (the "Transactions"), with full power and authority to execute and deliver for and on behalf of the undersigned all such documents in connection therewith as said agent and attorney-in-fact may deem advisable. The undersigned hereby gives to said agent and attorney-in-fact full power and authority to act in the premises, including, without limiting the generality of the foregoing, power and authority to execute and file with the SEC Form 4s and Page 18 of 23 Pages Schedule 13Ds, and any amendments thereto, in connection with the Transactions. Witness the due execution hereof at New York, New York, this 13th day of May 1997. /s/ Erivan Haub --------------------------- Erivan Haub Subscribed and sworn to before me at New York, New York this 13th day of May 1997. /s/ Sonia Robertson - -------------------------- Notary Public Page 19 of 23 Pages Exhibit 3 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that the undersigned hereby constitutes and appoints John D. Barline, 7138 Interlaken Drive SW, Tacoma, Washington 98499, the true and lawful agent and attorney-in-fact of the undersigned, with full power to appoint a substitute to act hereunder, with respect to all matters arising in connection with the undersigned's compliance with the requirements of Sections 16(a) and 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission (the "SEC") thereunder, with respect to the undersigned's acquisitions and/or dispositions of shares of Common Stock, par value $1 per share, of The Great Atlantic & Pacific Tea Company (the "Transactions"), with full power and authority to execute and deliver for and on behalf of the undersigned all such documents in connection therewith as said agent and attorney-in-fact may deem advisable. The undersigned hereby gives to said agent and attorney-in-fact full power and authority to act in the premises, including, without limiting the generality of the foregoing, power and authority to execute and file with the SEC Form 4s and Page 20 of 23 Pages Schedule 13Ds, and any amendments thereto, in connection with the Transactions. Witness the due execution hereof at New York, New York, this 13th day of May 1997. TENGELMANN WARENHANDELSGESELLSCHAFT, by /s/ Erivan Haub --------------------------- Erivan Haub, Managing Partner Subscribed and sworn to before me at New York, New York this 13th day of May 1997. /s/ Sonia Robertson - -------------------------- Notary Public Page 21 of 23 Pages Appendix A Persons Named in Item 5(a) (other than Percentage of the Reporting Number of Outstanding Parties)* Shares** Shares *** John D. Barline 4,000 **** Rosemarie Baumeister 5,400 **** Christian Wilhelm Erich Haub 140,200 **** Helga Haub 5,400 **** Fritz Teelen 5,900 **** R.L. "Sam" Wetzel 3,100 **** - -------------------- * To the best knowledge of the Reporting Persons, each such person has the sole power to vote and dispose of his or her shares of Common Stock. ** The amounts shown include all options granted under Company plans regardless of whether exercisable within 60 days. The number of options included in the total number of owned shares are 2,000 for John D. Barline, 2,600 for Rosemarie Baumeister, 140,000 for Christian Wilhelm Erich Haub, 2,600 for Helga Haub, 2,600 for Fritz Teelen and 2,600 for R.L. "Sam" Wetzel. *** According to the Company, and as will be reported in the Company's 1997 Proxy Statement, as of May 9, 1997, there were outstanding 38,248,966 shares of Common Stock. **** Less than 1%. Page 22 of 23 Pages Appendix B Purchases by Tengelmann within the Past Sixty Days Date of Number of Purchase Price Purchase Additional Shares Per Share* 3/19/97 4,000 $28.375 3/19/97 1,000 28.00 3/25/97 5,000 26.25 3/25/97 5,000 26.00 3/26/97 5,000 25.50 3/26/97 10,000 25.00 4/2/97 10,000 24.75 4/10/97 5,000 23.25 - -------------------- * Net of brokerage commissions. Page 23 of 23 Pages -----END PRIVACY-ENHANCED MESSAGE-----