8-K 1 f8kftcacceptance.txt FORM 8K NOVEMBER 29, 2007 - FTC ACCEPTANCE 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) ------------------------------------- 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 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 ----------------------------------------- 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. --------------------------------------------------- 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. ------------------------- 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.