8-K/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________

FORM 8-K/A

Current Report

Pursuant to Section 13 or 15(d) of the Securities

Exchange Act of 1934

October 20, 2009

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 incorporation or organization)	(Commission file number)	(I.R.S. Employer 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/A 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))

Explanatory Note

This Current Report on Form 8-K/A is filed for the purpose of amending the Current Report on Form 8-K of The Great Atlantic & Pacific Tea Company, Inc. filed with the Securities and Exchange Commission on October 20, 2009 (the “Initial 8-K”), to amend the press release that was attached as Exhibit 99.1 to the Initial 8-K.  A copy of the revised press release is attached as Exhibit 99.1 to this Form 8-K/A.  Text in the Initial 8-K that is not affected by this amendment, that was previously included under Item 2.02 “Results of Operations and Financial Condition”, has been omitted.

            In accordance with General Instruction B.2 of Form 8-K, the information furnished pursuant to Item 2.02 in the Initial 8-K and in the press release attached as Exhibit 99.1 to this Form 8-K/A 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.

Item 9.01. Exhibits.

(d)  Exhibits.  The following exhibit is filed herewith:

Exhibit No.	Description
99.1	Press Release dated October 20, 2009

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 thereunto duly authorized.

Dated:  October 20, 2009

THE GREAT ATLANTIC & PACIFIC TEA

COMPANY, INC.

By:  /s/ Christopher W. McGarry

Name: Christopher W. McGarry

Title:   Senior Vice President and General Counsel

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated October 20, 2009

EX-99.1

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 DEPARTURE OF PRESIDENT AND CEO ERIC CLAUS

 COMPANY ANNOUNCES RESULTS FOR ITS SECOND QUARTER ENDED

SEPTEMBER 12, 2009

MONTVALE, N.J. – October 20, 2009 - The Great Atlantic & Pacific Tea Company, Inc. (A&P, NYSE Symbol:GAP) today announced Eric Claus, President and Chief Executive Officer, will be leaving the Company effective immediately. The Company has commenced a search for a successor and in the interim, Christian Haub, Executive Chairman of the Board, will reassume the Chief Executive Officer responsibilities, a position he previously held from 1998 until 2005.

The Company also announced fiscal 2009 second quarter and year to date results for the 12 and 28 weeks ended September 12, 2009.

Sales for the second quarter were $2.1 billion versus $2.2 billion last year. Comparable store sales decreased 3.8%.  For the second quarter, excluding non-operating items, adjusted EBITDA was $64 million versus $67 million last year.  Adjusted income from operations was $6.0 million versus $6.3 million in last year’s second quarter. The non-operating items excluded from adjusted income from operations are listed on Schedule 3 of the press release and adjusted EBITDA is reconciled to net cash from operating activities on Schedule 4. For the second quarter, reported loss from continuing operations was $62.2 million compared to a loss of $4.3 million last year, which includes a $50.0 million increase in non cash mark to market adjustments related to financial liabilities.

Sales for the 28 weeks year to date were $4.9 billion versus $5.1 billion in 2008.  Comparable store sales decreased 3.6%.  Excluding non-operating items, adjusted EBITDA was $144 million versus $163 million last year.   Adjusted income from operations was $8.3 million versus adjusted income from operations of $22.5 million last year. The non-operating items excluded from adjusted income from operations are listed on Schedule 3 of the press release and adjusted EBITDA is reconciled to net cash from operating activities on Schedule 4.  Year to date reported loss from continuing operations was $120.5 million compared to a loss from continuing operations of $1.5 million for 2008, which includes a $100.4 million increase in non cash mark to market adjustments related to financial liabilities.

Christian Haub, Executive Chairman of the Board, said, “The current challenging economy continues to impact our business.  The macro headwinds including rising unemployment, intensifying price competition and now also deflation are creating an even more difficult short-term economic environment.  Nonetheless, we have made progress in several of our formats and many of our initiatives.

Our legacy business which is mainly comprised of our Fresh, Discount and Gourmet stores experienced negative same stores sales in the quarter but through tight expense control and stronger margins produced positive year over year segment income. Our Price Impact or Pathmark business continues to struggle as we experienced negative same store sales and negative year over year segment income. We have been making the difficult choices for the short term, such as improving our retail pricing, and will continue to work on lowering our expenses, enhancing our customer service and improve our overall brand image of this key format.

Securing over $400 million in new funds was clearly done at the right time to ensure that we have the resources to address future debt maturities and to invest in our optimization strategies.  In addition our working relationship with Yucaipa is off to a great start as we continue to look at ways to improve our overall business strategy.

We believe that once the economy improves these strategies will position us well to realize the tremendous strategic value of the company and to capitalize on our leadership position in the Northeast.”

Mr. Haub concluded, “I would like to thank Eric Claus for his contributions to our Company during his tenure at A&P and wish him well in his future endeavors.”

About A&P

Founded in 1859, A&P is one of the nation's first supermarket chains. The Company operates 432 stores in 8 states and the District of Columbia under the following trade names: A&P, Waldbaum's, Pathmark, Pathmark Sav-a-Center, Best Cellars, The Food Emporium, Super Foodmart, Super Fresh and Food Basics.

The Company invites investors and other interested parties to listen to a live audio Webcast to be held at 11:30 AM Eastern Time today, at which members of the Company’s senior management team will discuss the Company’s second quarter results.  The Webcast may be accessed through a link on the “Investors” page of the Company’s Website, www.aptea.com.  Listeners who cannot participate in the live broadcast will be able to hear a recorded replay of the broadcast beginning this afternoon and available through November 17, 2009.

Effective March 28, 2003, the Securities and Exchange Commission (“SEC”) adopted new rules related to disclosure of certain financial measures not calculated in accordance with Generally Accepted Accounting Principles (“GAAP”). Such new rules require all public companies to provide certain disclosures in press release and SEC filings related to non-GAAP financial measures. The Company uses the non-GAAP measures “Adjusted income (loss) from operations”, “EBITDA” and “adjusted ongoing operating EBITDA” to evaluate the Company’s liquidity and these are among the primary measures used by management for planning and forecasting of future periods. Adjusted income (loss) from operations is defined as income (loss) from operations adjusted for items the Company considers non-operating in nature that management excludes when evaluating the results of the ongoing business.  EBITDA is defined as earnings before interest expense, interest and dividend income, taxes, depreciation, amortization, the (loss) gain on the sale of A&P Canada, the gain on the disposition of Metro, Inc., non-operating income, equity in earnings of Metro, Inc., and discontinued operations. Adjusted 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 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 ongoing, operating EBITDA is reconciled to Net Cash used in Operating Activities on Schedule 4 of this release.

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: various operating factors and general economic conditions; competitive practices and pricing in the food industry generally and particularly in the Company’s principal geographic 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 capital 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 may affect the buying patterns of the Company’s customers.

###

The Great Atlantic & Pacific Tea Company, Inc.

Schedule 1 - GAAP Earnings for the 12 and 28 weeks ended
September 12, 2009 and September 6, 2008

(Unaudited)

(In thousands, except share amounts and store data)

	For the 12 Weeks Ended						For the 28 Weeks Ended
	September 12,			September 6,			September 12,			September 6,
	2009			2008 (2)			2009			2008 (2)
Sales	$	2,065,061		$	2,182,636		$	4,855,304		$	5,105,301
Cost of merchandise sold		(1,441,703	)		(1,531,093	)		(3,387,077	)		(3,570,172	)
Gross margin		623,358			651,543			1,468,227			1,535,129
Store operating, general and administrative expense		(631,924	)		(663,066	)		(1,478,629	)		(1,544,561	)
Loss from operations		(8,566	)		(11,523	)		(10,402	)		(9,432	)
Nonoperating (loss) income (1)		(7,079	)		42,895			(8,954	)		91,492
Interest expense		(48,559	)		(34,680	)		(102,807	)		(81,606	)
Interest and dividend income		51			57			92			467
(Loss) income from continuing operations before income taxes		(64,153	)		(3,251	)		(122,071	)		921
Benefit from (provision for) income taxes		1,994			(1,038	)		1,608			(2,422	)
Loss from continuing operations		(62,159	)		(4,289	)		(120,463	)		(1,501	)
Discontinued operations:
Loss from operations of discontinued businesses, net of tax		(18,150	)		(13,995	)		(25,006	)		(18,158	)
Income on disposal of discontinued operations, net of tax		-			183			-			2,822
Loss from discontinued operations		(18,150	)		(13,812	)		(25,006	)		(15,336	)
Net loss	$	(80,309	)	$	(18,101	)	$	(145,469	)	$	(16,837	)
Loss per share - basic:
Continuing operations	$	(1.18	)	$	(0.09	)	$	(2.29	)	$	(0.03	)
Discontinued operations		(0.34	)		(0.28	)		(0.47	)		(0.31	)
Net loss per share - basic	$	(1.52	)	$	(0.37	)	$	(2.76	)	$	(0.34	)
Net loss per share - diluted:
Continuing operations	$	(3.06	)	$	(1.70	)	$	(5.90	)	$	(2.24	)
Discontinued operations		(0.68	)		(0.27	)		(1.19	)		(0.28	)
Net loss per share - diluted	$	(3.74	)	$	(1.97	)	$	(7.09	)	$	(2.52	)
Weighted average common shares outstanding - basic		53,196,728			49,520,525			53,019,715			49,493,271
Weighted average common shares outstanding - diluted		26,614,466			52,270,094			21,044,730			54,246,231
Gross margin rate		30.19	%		29.85	%		30.24	%		30.07	%
Store operating, general and administrative expense rate		30.60	%		30.38	%		30.45	%		30.25	%
A&P depreciation and amortization	$	57,784		$	60,797		$	135,572		$	140,824
Number of stores operated at end of period		432			445			432			445
(1) Non operating income reflects the fair value adjustments related to the conversion features, financing warrants,
and Series A and Series B warrants.
(2) Operating results for the 12 and 28 weeks ended September 6, 2008 have been adjusted as a result of the
retrospective application of FSP APB 14-1, which was adopted during the first quarter of fiscal 2009.

The Great Atlantic & Pacific Tea Company, Inc.
Schedule 2 - Condensed Balance Sheet Data
(Unaudited)
(In millions, except per share and store data)
		September 12, 2009	February 28, 2009 (1)
Cash and short-term investments		$348	$175
Other current assets		750	744
Total current assets		1,098	919
Property-net		1,645	1,724
Other assets		915	902
Total assets		$3,658	$3,545
Total current liabilities		$774	$747
Total non-current liabilities		2,681	2,508
Series A redeemable preferred stock		43	0
Stockholders' equity		160	290
Total liabilities and stockholders' equity		$3,658	$3,545
Other Statistical Data
Total Debt and Capital Leases		$1,143	$1,085
Total Long Term Real Estate Liabilities		330	330
Temporary Investments and Marketable Securities		(256)	(74)
Net Debt		$1,217	$1,341
Total Retail Square Footage (in thousands)		18,182	18,386
Book Value Per Share		$2.74	$5.03
		For the 28	For the 28
		weeks ended	weeks ended
		September 12, 2009	September 6, 2008
Capital Expenditures		$50	$59
(1)	Certain balances as of February 28, 2009 have been adjusted as a result of the retrospective application of
	FSP APB 14-1, which was adopted during the first quarter of fiscal 2009.

The Great Atlantic & Pacific Tea Company, Inc.
Schedule 3 - Reconciliation of GAAP (Loss) Income from Operations to Adjusted Income from Operations
for the 12 and 28 weeks ended September 12, 2009 and September 6, 2008
(Unaudited)
(In thousands)
	For the 12 weeks ended						For the 28 weeks ended
	September 12,			September 6,			September 12,			September 6,
	2009			2008			2009			2008
As reported loss from operations	$	(8,566	)	$	(11,523	)	$	(10,402	)	$	(9,432	)
Adjustments:
Net restructuring and other		2,162			10,640			4,820			22,570
Real estate related activity		11,461			5,610			9,228			6,360
Pension withdrawal costs		-			-			2,445			-
LIFO provision		928			1,546			2,166			2,962
Total adjustments		14,551			17,796			18,659			31,892
Adjusted income from operations	$	5,985		$	6,273		$	8,257		$	22,460
A&P depreciation and amortization	$	57,784		$	60,797		$	135,572		$	140,824

The Great Atlantic & Pacific Tea Company, Inc.
Schedule 4 - Reconciliation of GAAP Net Cash Provided by (Used in) Operating Activities to Adjusted EBITDA
for the 12 and 28 weeks ended September 12, 2009 and September 6, 2008
(Unaudited)
(In thousands)
		12 Weeks Ended						28 Weeks Ended
		September 12,			September 6,			September 12,			September 6,
		2009			2008 (1)			2009			2008 (1)
Net cash provided by (used in) operating activities		$	23,846		$	(25,409	)	$	20,537		$	(30,824	)
Adjustments to calculate EBITDA:
Net interest expense			48,508			34,623			102,715			81,139
Non-cash interest expense			(14,516	)		(6,092	)		(27,393	)		(13,955	)
Asset disposition initiatives			(10,010	)		(6,675	)		(8,998	)		(4,918	)
Other property impairments			(2,683	)		(1,004	)		(3,739	)		(1,785	)
Occupancy charges for normal store closures			(17,114	)		(4,255	)		(18,374	)		(7,155	)
Gain (loss) on disposal of owned property			324			(91	)		3,580			441
Loss from operations of discontinued operations			18,150			13,995			25,006			18,158
Provision for income taxes			(1,994	)		1,038			(1,608	)		2,422
Pension withdrawal costs			-			-			(2,445	)		-
LIFO reserve			(928	)		(1,546	)		(2,166	)		(2,962	)
Stock compensation expense			(1,190	)		(2,159	)		(4,043	)		(7,005	)
Working capital changes
	Accounts receivable		(1,506	)		12,340			(21,454	)		15,817
	Inventories		21,299			4,797			17,236			22,744
	Prepaid expenses and other current assets		13,769			4,344			19,430			18,767
	Accounts payable		(53,840	)		(3,475	)		(60,147	)		(50,298	)
	Accrued salaries, wages, benefits and taxes		1,956			(1,290	)		14,282			22,241
	Other accruals		(12,091	)		2,835			8,712			2,554
Other assets			10,421			5,144			15,552			13,718
Other non-current liabilities			25,274			20,533			46,303			50,984
Other, net			1,543			1,621			2,184			1,309
Total A&P EBITDA			49,218			49,274			125,170			131,392
Adjustments:
	Net restructuring and other		2,162			10,640			4,820			22,570
	Real estate related activity		11,461			5,610			9,228			6,360
	Pension withdrawal costs		-			-			2,445			-
	LIFO provision		928			1,546			2,166			2,962
	Total adjustments		14,551			17,796			18,659			31,892
Adjusted A&P ongoing operating EBITDA		$	63,769		$	67,070		$	143,829		$	163,284
(1)	Certain balances for the 12 and 28 weeks ended September 6, 2008 have been adjusted as a result of the
	retrospective application of FSP APB 14-1, which was adopted during the first quarter of fiscal 2009.