8-K 1 b315673_8k.txt CURRENT REPORT 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 December 20, 2001 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 (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 2 Paragon Drive, Montvale, New Jersey 07645 -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (201) 573-9700 ------------- None -------------------------------------------------------------------------------- (Former name or former address, if changed since last report.) Item 7. Financial Statements and Exhibits. --------------------------------- (c) Exhibits. The following exhibits are filed with this report and incorporated by reference in this report: Number Description ------ ----------- 1 Underwriting Agreement dated December 14, 2001 among The Great Atlantic & Pacific Tea Company, Inc. and Lehman Brothers, Inc., Goldman, Sachs & Co., Morgan Stanley & Co. Incorporated and Scotia Capital (USA) Inc., relating to the issuance of $275,000,000 aggregate principal amount of 9 1/8% Senior Notes due 2011 4.1 Form of Second Supplemental Indenture to be dated as of December 20, 2001 among the Great Atlantic & Pacific Tea Company, Inc., as Issuer, and JPMorgan Chase Bank, as Trustee, relating to the 9 1/8% Senior Notes due 2011 4.2 Form of Global Note (included in Exhibit 4.1) 5.1 Opinion of Cahill Gordon & Reindel 23.1 Consent of Cahill Gordon & Reindel (included in Exhibit 5.1) 23.2 Consent of Deloitte & Touche LLP 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. THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC. Date: December 20, 2001 By: /s/ William P. Costantini -------------------------------------------- Name: William P. Costantini Title: Senior Vice President, General Counsel and Secretary EXHIBIT INDEX Number Description ------ ----------- 1 Underwriting Agreement dated December 14, 2001 among The Great Atlantic & Pacific Tea Company, Inc. and Lehman Brothers, Inc., Goldman, Sachs & Co., Morgan Stanley & Co. Incorporated and Scotia Capital (USA) Inc., relating to the issuance of $275,000,000 aggregate principal amount of 9 1/8% Senior Notes due 2011 4.1 Form of Second Supplemental Indenture to be dated as of December 20, 2001 among the Great Atlantic & Pacific Tea Company, Inc., as Issuer, and JPMorgan Chase Bank, as Trustee, relating to the 9 1/8% Senior Notes due 2011 4.2 Form of Global Note (included in Exhibit 4.1) 5.1 Opinion of Cahill Gordon & Reindel 23.1 Consent of Cahill Gordon & Reindel (included in Exhibit 5.1) 23.2 Consent of Deloitte & Touche LLP