-----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, WktnPcT8QORwWhniXDhQHUi/GvFlsWDdTfLHgNTk7YB7cAO+iVElHngRBMFPy+mc CyKR1Ef9Svrw0CwniXewrw== 0000950162-99-000564.txt : 19990520 0000950162-99-000564.hdr.sgml : 19990520 ACCESSION NUMBER: 0000950162-99-000564 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19990519 EFFECTIVENESS DATE: 19990519 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: 0228 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-78805 FILM NUMBER: 99630610 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 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on May 19, 1999 Registration No. 333-_______ =============================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------- THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC. (Exact name of registrant as specified in its charter) Maryland 13-1890974 (State or other jurisdiction of (I.R.S. Employer Identification Number) incorporation or organization) 2 Paragon Drive, Montvale, New Jersey 07645 (Address of principal executive offices) (Zip Code) 1998 LONG TERM INCENTIVE AND SHARE AWARD PLAN (Full title of the plan) ------------------- ROBERT G. ULRICH, ESQ. Senior Vice President, General Counsel and Corporate Secretary The Great Atlantic & Pacific Tea Company, Inc. 2 Paragon Drive, Montvale, New Jersey 07645 (Name and address of agent for service) (201) 573-9700 (Telephone number, including area code, of agent for service) With copies to: Kenneth W. Orce, Esq. Cahill Gordon & Reindel 80 Pine Street New York, New York 10005 ------------------- CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------------------- Title of Securities to Amount to be Proposed Maximum Proposed Maximum Amount of be Registered Registered (1) Offering Price Per Aggregate Offering Price Registration Fee Share (2) (2) - --------------------------------------------------------------------------------------------------------------------------- Common Stock, par value $1 per share 5,000,000 $31.78125 $158,906,250.00 $44,175.94 ===========================================================================================================================
(1) Plus such indeterminate number of shares pursuant to Rule 416 as may be issued in respect of stock splits, stock dividends and similar transactions. (2) Estimated solely for the purposes of computing the amount of the registration fee under Rules 457(c) and (h) of the Securities Act of 1933, as amended. Estimate is based on the average of the high and low prices of the Registrant's Common Stock reported on the New York Stock Exchange Composite Tape on May 14, 1999. ================================================================================ 2 PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT. ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents, which are on file with the Securities and Exchange Commission (File No. 1-4141), are incorporated in this registration statement by reference as of their respective dates and made a part hereof: (a) the Registrant's Annual Report on Form 10-K for the year ended February 27, 1999 and (b) the description of the Registrant's Common Stock contained in the Registrant's Registration Statement on Form S-8 dated July 27, 1984, including any further amendment or report filed for the purpose of updating such description. All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities and remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents. ITEM 4. DESCRIPTION OF SECURITIES. The class of securities offered is registered under Section 12 of the Exchange Act. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. None. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The Maryland General Corporation Law and the Articles of Restatement of the Certificate of Incorporation of The Great Atlantic & Pacific Tea Company, Inc. (the "Charter") provide for indemnification of directors and officers for liabilities and expenses incurred in defending actions brought against them in such capacities. The Registrant's Charter provides that the Registrant shall indemnify directors of the Registrant to the maximum extent now or hereafter permitted by law, and officers, employees and agents of the Registrant to the extent required by law and may, as authorized hereafter by the Board of Directors, provide further indemnification to officers, employees and agents of the Registrant to the maximum extent now or hereafter permitted by law. The Registrant maintains directors' and officers' liability insurance covering all directors and officers of the Registrant against claims arising out of the performance of their duties. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS. The following exhibits are filed as a part of this Registration Statement: 3 4.1 Articles of Incorporation (incorporated by reference to Exhibit 3(a) to Form 10-K for the year ended February 27, 1988). 4.2 By-Laws as amended March 1989 (incorporated by reference to Exhibit 3(b) to Form 10-K for the year ended February 25, 1989). 5 Opinion of Cahill Gordon & Reindel regarding legality of securities being registered. 23.1 Consent of Deloitte & Touche LLP. 23.2 Consent of Cahill Gordon & Reindel - contained in the opinion filed as Exhibit 5. 24 Powers of Attorney from Directors. ITEM 9. UNDERTAKINGS. The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) to include any prospectus required by section 10(a)(3) of the Securities Act of 1933; (ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; (iii) to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (4) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act and each filing of the Plan's annual report pursuant to Section 15(d) of the Exchange Act that is incorporated by reference in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as 4 expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Montvale, State of New Jersey, on May 19, 1999. THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC. By: /s/ FRED CORRADO ----------------------------------- Fred Corrado, Vice Chairman of the Board and Chief Financial Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature Title Date - --------- ----- ---- * Chairman of the Board and Director May 19, 1999 - --------------------------------- James Wood * President, Chief Executive Officer and May 19, 1999 - --------------------------------- Director (Principal Executive Officer) Christian W. E. Haub /s/ FRED CORRADO Vice Chairman of the Board, Chief Financial May 19, 1999 - --------------------------------- Officer and Director Fred Corrado * Director May 19, 1999 - --------------------------------- John D. Barline * Director May 19, 1999 - --------------------------------- Rosemarie Baumeister * Director May 19, 1999 - --------------------------------- Christopher F. Edley * Director May 19, 1999 - --------------------------------- Helga Haub * Director May 19, 1999 - --------------------------------- Barbara Barnes Hauptfuhrer S-2 * Director May 19, 1999 - --------------------------------- William A. Liffers * Director May 19, 1999 - --------------------------------- Fritz Teelen * Director May 19, 1999 - --------------------------------- R.L. "Sam" Wetzel /s/ MICHAEL J. LARKIN Senior Executive Vice President and Chief May 19, 1999 - --------------------------------- Operating Officer (Principal Operating Officer) Michael J. Larkin /s/ KENNETH A. UHL Vice President-Controller (Principal May 19, 1999 - --------------------------------- Accounting Officer) Kenneth A. Uhl
- ----------------------- * The undersigned, by signing his name hereto, does hereby sign this Registration Statement on behalf of each of the above-indicated directors and/or officers of the Registrant pursuant to powers of attorney, executed on behalf of each such director. By: /s/ ROBERT G. ULRICH ------------------------------ Robert G. Ulrich Attorney-in-fact INDEX TO EXHIBITS Exhibit 4.1 Articles of Incorporation (incorporated by reference to Exhibit 3(a) to Form 10-K for the year ended February 27, 1988). 4.2 By-Laws as amended March 1989 (incorporated by reference to Exhibit 3(b) to Form 10-K for the year ended February 25, 1989). 5 Opinion of Cahill Gordon & Reindel regarding legality of securities being registered. 23.1 Consent of Deloitte & Touche LLP. 23.2 Consent of Cahill Gordon & Reindel - contained in the opinion filed as Exhibit 5. 24 Powers of Attorney from Directors. EX-5 2 OPINION OF CAHILL GORDON & REINDEL Exhibit 5 [Letterhead of Cahill Gordon & Reindel] May 19, 1999 (212) 701-3000 The Great Atlantic & Pacific Tea Company, Inc. 2 Paragon Drive Montvale, New Jersey 07645 Ladies and Gentlemen: We have acted as counsel to The Great Atlantic & Pacific Tea Company, Inc., a Maryland corporation (the "Company"), in connection with the filing of a Registration Statement on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended, relating to up to 5,000,000 shares of the Company's Common Stock, $1.00 par value (the "Common Stock") which may be issued pursuant to the Company's 1998 Long Term Incentive and Share Award Plan (the "Plan"). We advise you that in our opinion the shares of Common Stock covered by the Registration Statement, when issued in accordance with the Plan, will be legally issued, fully paid and nonassessable and no personal liability will attach to the ownership thereof. We hereby consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to said aforesaid Registration Statement. Very truly yours, /s/ CAHILL GORDON & REINDEL EX-23.1 3 CONSENT OF DELOITTE & TOUCHE LLP Exhibit 23.1 [Letterhead of Deloitte & Touche LLP] INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of The Great Atlantic & Pacific Tea Company, Inc. on Form S-8 of our report dated April 29, 1999, incorporated by reference in the Annual Report on Form 10-K of The Great Atlantic & Pacific Tea Company, Inc. for the year ended February 27, 1999. /s/ DELOITTE & TOUCHE LLP Parsippany, New Jersey May 18, 1999 EX-24 4 POWERS OF ATTORNEY Exhibit 24 The Great Atlantic & Pacific Tea Company, Inc. Two Paragon Drive Montvale, NJ 07645 Power of Attorney The undersigned hereby appoints Chrisitan Haub, Fred Corrado and Robert G. Ulrich, and each of them individually, the true and lawful attorney or attorneys of the undersigned with full power of substitution and resubstitution, to execute in his or her name, place or stead in his or her capacity as an officer or director or both of The Great Atlantic & Pacific Tea Company, Inc., a Maryland corporation (the "Company"), a Registration Statement under the Securities Act of 1933, on Form S-8 covering shares of the Company's common stock (par value $1 per share), any amendments to such Registration Statement (including post-effective amendments) and any amendments (including post-effective amendments) to the Company's Form S-8 Registration Statement relating to the Company's 1998 Long Term Incentive and Share Award Plan, and all instruments necessary or incidental in connection therewith, and to file or cause to be filed such Registration Statement and amendments, and other instruments with the Securities and Exchange Commission. Each of said attorneys shall have full power and authority to do and perform, in the name and on behalf of the undersigned, every act whatsoever necessary or desirable to be done in the premises, as fully to all intents and purposes as the undersigned could do in person. The undersigned hereby ratifies and approves the actions of said attorneys and each of them. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney on this 26th day of March, 1999. /s/ JAMES WOOD --------------------------- The Great Atlantic & Pacific Tea Company, Inc. Two Paragon Drive Montvale, NJ 07645 Power of Attorney The undersigned hereby appoints Chrisitan Haub, Fred Corrado and Robert G. Ulrich, and each of them individually, the true and lawful attorney or attorneys of the undersigned with full power of substitution and resubstitution, to execute in his or her name, place or stead in his or her capacity as an officer or director or both of The Great Atlantic & Pacific Tea Company, Inc., a Maryland corporation (the "Company"), a Registration Statement under the Securities Act of 1933, on Form S-8 covering shares of the Company's common stock (par value $1 per share), any amendments to such Registration Statement (including post-effective amendments) and any amendments (including post-effective amendments) to the Company's Form S-8 Registration Statement relating to the Company's 1998 Long Term Incentive and Share Award Plan, and all instruments necessary or incidental in connection therewith, and to file or cause to be filed such Registration Statement and amendments, and other instruments with the Securities and Exchange Commission. Each of said attorneys shall have full power and authority to do and perform, in the name and on behalf of the undersigned, every act whatsoever necessary or desirable to be done in the premises, as fully to all intents and purposes as the undersigned could do in person. The undersigned hereby ratifies and approves the actions of said attorneys and each of them. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney on this 26th day of March, 1999. /s/ CHRISTIAN W.E. HAUB ----------------------------- The Great Atlantic & Pacific Tea Company, Inc. Two Paragon Drive Montvale, NJ 07645 Power of Attorney The undersigned hereby appoints Chrisitan Haub, Fred Corrado and Robert G. Ulrich, and each of them individually, the true and lawful attorney or attorneys of the undersigned with full power of substitution and resubstitution, to execute in his or her name, place or stead in his or her capacity as an officer or director or both of The Great Atlantic & Pacific Tea Company, Inc., a Maryland corporation (the "Company"), a Registration Statement under the Securities Act of 1933, on Form S-8 covering shares of the Company's common stock (par value $1 per share), any amendments to such Registration Statement (including post-effective amendments) and any amendments (including post-effective amendments) to the Company's Form S-8 Registration Statement relating to the Company's 1998 Long Term Incentive and Share Award Plan, and all instruments necessary or incidental in connection therewith, and to file or cause to be filed such Registration Statement and amendments, and other instruments with the Securities and Exchange Commission. Each of said attorneys shall have full power and authority to do and perform, in the name and on behalf of the undersigned, every act whatsoever necessary or desirable to be done in the premises, as fully to all intents and purposes as the undersigned could do in person. The undersigned hereby ratifies and approves the actions of said attorneys and each of them. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney on this 26th day of March, 1999. /s/ JOHN D. BARLINE -------------------------- The Great Atlantic & Pacific Tea Company, Inc. Two Paragon Drive Montvale, NJ 07645 Power of Attorney The undersigned hereby appoints Chrisitan Haub, Fred Corrado and Robert G. Ulrich, and each of them individually, the true and lawful attorney or attorneys of the undersigned with full power of substitution and resubstitution, to execute in his or her name, place or stead in his or her capacity as an officer or director or both of The Great Atlantic & Pacific Tea Company, Inc., a Maryland corporation (the "Company"), a Registration Statement under the Securities Act of 1933, on Form S-8 covering shares of the Company's common stock (par value $1 per share), any amendments to such Registration Statement (including post-effective amendments) and any amendments (including post-effective amendments) to the Company's Form S-8 Registration Statement relating to the Company's 1998 Long Term Incentive and Share Award Plan, and all instruments necessary or incidental in connection therewith, and to file or cause to be filed such Registration Statement and amendments, and other instruments with the Securities and Exchange Commission. Each of said attorneys shall have full power and authority to do and perform, in the name and on behalf of the undersigned, every act whatsoever necessary or desirable to be done in the premises, as fully to all intents and purposes as the undersigned could do in person. The undersigned hereby ratifies and approves the actions of said attorneys and each of them. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney on this 26th day of March, 1999. /s/ ROSEMARIE BAUMEISTER ---------------------------- The Great Atlantic & Pacific Tea Company, Inc. Two Paragon Drive Montvale, NJ 07645 Power of Attorney The undersigned hereby appoints Chrisitan Haub, Fred Corrado and Robert G. Ulrich, and each of them individually, the true and lawful attorney or attorneys of the undersigned with full power of substitution and resubstitution, to execute in his or her name, place or stead in his or her capacity as an officer or director or both of The Great Atlantic & Pacific Tea Company, Inc., a Maryland corporation (the "Company"), a Registration Statement under the Securities Act of 1933, on Form S-8 covering shares of the Company's common stock (par value $1 per share), any amendments to such Registration Statement (including post-effective amendments) and any amendments (including post-effective amendments) to the Company's Form S-8 Registration Statement relating to the Company's 1998 Long Term Incentive and Share Award Plan, and all instruments necessary or incidental in connection therewith, and to file or cause to be filed such Registration Statement and amendments, and other instruments with the Securities and Exchange Commission. Each of said attorneys shall have full power and authority to do and perform, in the name and on behalf of the undersigned, every act whatsoever necessary or desirable to be done in the premises, as fully to all intents and purposes as the undersigned could do in person. The undersigned hereby ratifies and approves the actions of said attorneys and each of them. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney on this 26th day of March, 1999. /s/ CHRISTOPHER F. EDLEY -------------------------- The Great Atlantic & Pacific Tea Company, Inc. Two Paragon Drive Montvale, NJ 07645 Power of Attorney The undersigned hereby appoints Chrisitan Haub, Fred Corrado and Robert G. Ulrich, and each of them individually, the true and lawful attorney or attorneys of the undersigned with full power of substitution and resubstitution, to execute in his or her name, place or stead in his or her capacity as an officer or director or both of The Great Atlantic & Pacific Tea Company, Inc., a Maryland corporation (the "Company"), a Registration Statement under the Securities Act of 1933, on Form S-8 covering shares of the Company's common stock (par value $1 per share), any amendments to such Registration Statement (including post-effective amendments) and any amendments (including post-effective amendments) to the Company's Form S-8 Registration Statement relating to the Company's 1998 Long Term Incentive and Share Award Plan, and all instruments necessary or incidental in connection therewith, and to file or cause to be filed such Registration Statement and amendments, and other instruments with the Securities and Exchange Commission. Each of said attorneys shall have full power and authority to do and perform, in the name and on behalf of the undersigned, every act whatsoever necessary or desirable to be done in the premises, as fully to all intents and purposes as the undersigned could do in person. The undersigned hereby ratifies and approves the actions of said attorneys and each of them. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney on this 26th day of March, 1999. /s/ HELGA HAUB ----------------------- The Great Atlantic & Pacific Tea Company, Inc. Two Paragon Drive Montvale, NJ 07645 Power of Attorney The undersigned hereby appoints Chrisitan Haub, Fred Corrado and Robert G. Ulrich, and each of them individually, the true and lawful attorney or attorneys of the undersigned with full power of substitution and resubstitution, to execute in his or her name, place or stead in his or her capacity as an officer or director or both of The Great Atlantic & Pacific Tea Company, Inc., a Maryland corporation (the "Company"), a Registration Statement under the Securities Act of 1933, on Form S-8 covering shares of the Company's common stock (par value $1 per share), any amendments to such Registration Statement (including post-effective amendments) and any amendments (including post-effective amendments) to the Company's Form S-8 Registration Statement relating to the Company's 1998 Long Term Incentive and Share Award Plan, and all instruments necessary or incidental in connection therewith, and to file or cause to be filed such Registration Statement and amendments, and other instruments with the Securities and Exchange Commission. Each of said attorneys shall have full power and authority to do and perform, in the name and on behalf of the undersigned, every act whatsoever necessary or desirable to be done in the premises, as fully to all intents and purposes as the undersigned could do in person. The undersigned hereby ratifies and approves the actions of said attorneys and each of them. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney on this 26th day of March, 1999. /s/ BARBARA BARNES HAUPTFUHRER ------------------------------- The Great Atlantic & Pacific Tea Company, Inc. Two Paragon Drive Montvale, NJ 07645 Power of Attorney The undersigned hereby appoints Chrisitan Haub, Fred Corrado and Robert G. Ulrich, and each of them individually, the true and lawful attorney or attorneys of the undersigned with full power of substitution and resubstitution, to execute in his or her name, place or stead in his or her capacity as an officer or director or both of The Great Atlantic & Pacific Tea Company, Inc., a Maryland corporation (the "Company"), a Registration Statement under the Securities Act of 1933, on Form S-8 covering shares of the Company's common stock (par value $1 per share), any amendments to such Registration Statement (including post-effective amendments) and any amendments (including post-effective amendments) to the Company's Form S-8 Registration Statement relating to the Company's 1998 Long Term Incentive and Share Award Plan, and all instruments necessary or incidental in connection therewith, and to file or cause to be filed such Registration Statement and amendments, and other instruments with the Securities and Exchange Commission. Each of said attorneys shall have full power and authority to do and perform, in the name and on behalf of the undersigned, every act whatsoever necessary or desirable to be done in the premises, as fully to all intents and purposes as the undersigned could do in person. The undersigned hereby ratifies and approves the actions of said attorneys and each of them. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney on this 26th day of March, 1999. /s/ WILLIAM A. LIFFERS ----------------------------- The Great Atlantic & Pacific Tea Company, Inc. Two Paragon Drive Montvale, NJ 07645 Power of Attorney The undersigned hereby appoints Chrisitan Haub, Fred Corrado and Robert G. Ulrich, and each of them individually, the true and lawful attorney or attorneys of the undersigned with full power of substitution and resubstitution, to execute in his or her name, place or stead in his or her capacity as an officer or director or both of The Great Atlantic & Pacific Tea Company, Inc., a Maryland corporation (the "Company"), a Registration Statement under the Securities Act of 1933, on Form S-8 covering shares of the Company's common stock (par value $1 per share), any amendments to such Registration Statement (including post-effective amendments) and any amendments (including post-effective amendments) to the Company's Form S-8 Registration Statement relating to the Company's 1998 Long Term Incentive and Share Award Plan, and all instruments necessary or incidental in connection therewith, and to file or cause to be filed such Registration Statement and amendments, and other instruments with the Securities and Exchange Commission. Each of said attorneys shall have full power and authority to do and perform, in the name and on behalf of the undersigned, every act whatsoever necessary or desirable to be done in the premises, as fully to all intents and purposes as the undersigned could do in person. The undersigned hereby ratifies and approves the actions of said attorneys and each of them. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney on this 26th day of March, 1999. /s/ FRITZ TEELEN ------------------------- The Great Atlantic & Pacific Tea Company, Inc. Two Paragon Drive Montvale, NJ 07645 Power of Attorney The undersigned hereby appoints Chrisitan Haub, Fred Corrado and Robert G. Ulrich, and each of them individually, the true and lawful attorney or attorneys of the undersigned with full power of substitution and resubstitution, to execute in his or her name, place or stead in his or her capacity as an officer or director or both of The Great Atlantic & Pacific Tea Company, Inc., a Maryland corporation (the "Company"), a Registration Statement under the Securities Act of 1933, on Form S-8 covering shares of the Company's common stock (par value $1 per share), any amendments to such Registration Statement (including post-effective amendments) and any amendments (including post-effective amendments) to the Company's Form S-8 Registration Statement relating to the Company's 1998 Long Term Incentive and Share Award Plan, and all instruments necessary or incidental in connection therewith, and to file or cause to be filed such Registration Statement and amendments, and other instruments with the Securities and Exchange Commission. Each of said attorneys shall have full power and authority to do and perform, in the name and on behalf of the undersigned, every act whatsoever necessary or desirable to be done in the premises, as fully to all intents and purposes as the undersigned could do in person. The undersigned hereby ratifies and approves the actions of said attorneys and each of them. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney on this 26th day of March, 1999. /s/ R.L. "SAM" WETZEL ---------------------------- -----END PRIVACY-ENHANCED MESSAGE-----