-----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, RPsN0PIdcZvW6+1RL4uVyGTlp2kT6gXtoYxEFemsTVsxwoqUZrFy1V71LxvLR0sW eaUNYYwb//opP14MNwiNtA== 0000043300-08-000040.txt : 20080606 0000043300-08-000040.hdr.sgml : 20080606 20080606123916 ACCESSION NUMBER: 0000043300-08-000040 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20080606 ITEM INFORMATION: Triggering Events That Accelerate or Increase a Direct Financial Obligation under an Off-Balance Sheet Arrangement ITEM INFORMATION: Other Events FILED AS OF DATE: 20080606 DATE AS OF CHANGE: 20080606 FILER: 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: 0225 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-04141 FILM NUMBER: 08884950 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 8-K 1 f8kjune2008warrantsettle.txt FORM 8-K JUNE 5, 2008 - CASH SETTLEMENT OF WARRANTS 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 June 6, 2008 (June 5, 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 2.04. Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement. As previously disclosed by the Great Atlantic & Pacific Tea Company, Inc., (the "Company" or "A&P") in its Current Report on Form 8-K/A filed with the SEC on May 7, 2008, Yucaipa Corporate Initiatives Fund I, L.P., Yucaipa American Alliance Fund I, L.P. and Yucaipa American Alliance (Parallel) Fund I, L.P. (collectively "the Yucaipa Investors") exercised all of the Series A Warrants issued to the Yucaipa Investors pursuant to the Amended and Restated Warrant Agreement (the "Warrant Agreement") in connection with A&P's acquisition of Pathmark Stores ("Pathmark"). Under the terms of the Warrant Agreement, A&P had twenty (20) business days from the exercise date to deliver to the Yucaipa Investors, at A&P's election, cash, shares of A&P common stock, or a combination thereof, in settlement of the Series A Warrants. On June 5, 2008, the Company settled the Series A Warrants for approximately $45.7 million in cash. The cash paid to the Yucaipa Investors was borrowed by the Company under its existing revolving credit facility, a copy of which is filed as Exhibit 10.45 to the Company's Form 10-Q filed on January 8, 2008. Item 8.01. Other Events. On June 5, 2008, the Company issued a press release regarding the cash settlement of the Series A Warrants described in Item 2.04 above. A copy of that press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Item 9.01. Exhibits. (c) Exhibits. The following exhibit is filed herewith: Exhibit No. Description - ---------- ------------- 99.1 Press Release 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: June 6, 2008 THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC. By: /s/ Allan Richards ------------------------------------- Allan Richards, Senior Vice President, Human Resources, Labor Relations, Legal Services & Secretary EXHIBIT INDEX Exhibit No. Description - ---------- ------------- 99.1 Press Release Exhibit 99.1 News The Great Atlantic & Pacific Tea Company, Inc. 2 Paragon Drive Montvale, NJ 07645 Investor contact: William J. Moss Vice President, Treasurer (201) 571-4019 Press contact: Lauren La Bruno Senior Director, Public Relations (201) 571-4495 THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC. ANNOUNCES CASH SETTLEMENT OF SERIES A WARRANTS MONTVALE, NJ - June 5, 2008 - The Great Atlantic & Pacific Tea Company, Inc. (A&P, NYSE Symbol: GAP) announced it settled in cash totaling $45.7 million, the 4,657,378 Series A Warrants, issued in connection with the acquisition of Pathmark. These warrants were exercised by Yucaipa Corporate Initiatives Fund I, L.P., Yucaipa American Alliance Fund I, L.P. and Yucaipa American Alliance (Parallel) Fund I, L.P. (collectively "the Yucaipa Investors") on May 7, 2008. Based on many factors including the successful integration of Pathmark, future benefits from synergies, positive business momentum and the continued success of store format roll-outs, the Company has opted to settle these Warrants in cash rather than issuing additional common shares. Founded in 1859, A&P is one of the nation's first supermarket chains. The Company operates 447 stores in 8 states and the District of Columbia under the following trade names: A&P, Waldbaum's, Pathmark, Best Cellars, The Food Emporium, Super Foodmart, Super Fresh and Food Basics. This release contains forward-looking statements about the future performance of the Company, which are based on Management's assumptions and beliefs in light of the information currently available to it. The Company assumes no obligation to update the information contained herein. These forward-looking statements are subject to uncertainties and other factors that could cause actual results to differ materially from such statements including, but not limited to: competitive practices and pricing in the food industry generally and particularly in the Company's principal markets; the Company's relationships with its employees and the terms of future collective bargaining agreements; the costs and other effects of legal and administrative cases and proceedings; the nature and extent of continued consolidation in the food industry; changes in the financial markets which may affect the Company's cost of capital and the ability of the Company to access capital; supply or quality control problems with the Company's vendors; and changes in economic conditions which affect the buying patterns of the Company's customers; the failure to successfully integrate Pathmark's business and operations and realize synergies in the expected time frame. -----END PRIVACY-ENHANCED MESSAGE-----