UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 10-K/A
(Amendment No. 1)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended February 28, 2009
Commission file number 001-04141
THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.
(Exact name of registrant as specified in its charter)
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Maryland
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13-1890974
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(State of or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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2 Paragon Drive
Montvale, New Jersey 07645
(201) 573-9700
(Address and telephone number, including area code, of registrant’s principal executive offices)
Securities Registered Pursuant to Section 12(b) of the Act:
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Title of each class
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Name of exchange on which registered
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Common Stock — $1.00 par value
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New York Stock Exchange
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9.375% Notes, due August 1, 2039
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New York Stock Exchange
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Securities Registered Pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule
405 of the Securities Act. Yes
o
No
þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section
13 or Section 15(d) of the Act. Yes
o
No
þ
Indicate by check mark whether the registrant (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes
þ
No
o
Indicate by check mark whether the Registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (§ 232.405) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files). Yes
o
No
o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation
S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in
any definitive proxy or information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K.
o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer or a smaller reporting company. See definition of “accelerated
filer”, “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange
Act.
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Large accelerated filer
o
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Accelerated filer
þ
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Non-accelerated filer
o
(Do not check if a smaller reporting company)
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Smaller reporting company
o
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of
the Act.). Yes
o
No
þ
The aggregate market value of the voting stock held by non-affiliates of the Registrant as of
the close of business on September 6, 2008, the Registrant’s most recently completed fiscal
quarter, was $451,554,924.
The number of shares of the registrant’s common shares outstanding as of the close of business
on May 8, 2009 was 57,771,720.
DOCUMENTS INCORPORATED BY REFERENCE:
The information required by Part I, Items 1 and 3, and Part II, Items 5, 6, 7, 7A, 8 and 9A
are incorporated by reference from the Registrant’s Fiscal 2008 Annual Report to Stockholders. The
information required by Part III, Items 10, 11, 12, 13, and 14 are incorporated by reference from
the Registrant’s Proxy Statement for the 2009 Annual Meeting of Stockholders.
TABLE OF CONTENTS
EXPLANATORY NOTE
The Great Atlantic & Pacific Tea Company, Inc. (the “Company”) is filing this amendment (the
“Amendment”) to its Annual Report on Form 10-K for the year ended February 28, 2009, initially
filed on May 12, 2009 (the “Original Form 10-K”), to (i) revise the cover page of the Original Form
10-K with respect to the Company’s status as a well-known seasoned issuer and the securities of the
Company which are registered pursuant to Section 12(b) of the Act, (ii) file with this Amendment
certain exhibits unintentionally omitted from the Original Form 10-K (either filed herewith or
incorporated by reference) and (iii) update the exhibit index in Item 15 of Part IV with respect to
the newly filed exhibits and revise the description of certain exhibits incorporated by reference.
Except as described above, no other amendments are being made to the Original Form 10-K. This
Form 10-K/A does not reflect events occurring after May 12, 2009, which is the filing date of
the Original Form 10-K or modify or update the disclosures contained in the Annual Report in any
way other than as required to reflect the amendment discussed above. Accordingly, this Amendment
should be read in conjunction with the Original Form 10-K and the Company’s other filings with the
Securities and Exchange Commission. This Amendment consists solely of the preceding cover page,
this explanatory note, Item 15(a)(3) of Part IV, the signature page and the certifications required
to be filed as exhibits to this Amendment.
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a)(3) Exhibits
The following are filed as Exhibits to this Report:
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2.1
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Stock Purchase Agreement, dated as of July 19, 2005, by and among the Company, A&P
Luxembourg S.a.r.l., Metro Inc. and 4296711 Canada Inc. (incorporated herein by reference to
Exhibit 2.1 of the Company’s Current Report on Form 8-K (File No.: 001-04141) filed on July
22, 2005)
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3.1
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Articles of Amendment and Restatement of the Articles of Incorporation of The Great Atlantic
& Pacific Tea Company, Inc. (incorporated herein by reference to Exhibit 3.1 of the
Company’s Current Report on Form 8-K (File No.: 001-04141) filed on July 1, 2008)
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3.2*
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By-Laws of The Great Atlantic & Pacific Tea Company, Inc., as amended and restated January
17, 2008
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4.1
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Indenture, dated as of January 1, 1991, between The Great Atlantic & Pacific Tea Company,
Inc. and JPMorgan Chase Bank (formerly The Chase Manhattan Bank as successor by merger to
Manufacturers Hanover Trust Company), as trustee (the “Indenture”) (incorporated herein by
reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K (File No.: 001-04141)
filed on January 1, 1991)
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4.2
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Second Supplemental Indenture, dated as of December 20, 2001, to the Indenture between The
Great Atlantic & Pacific Tea Company, Inc. and JPMorgan Chase Bank, relating to the 9 1/8%
Senior Notes due 2011 (incorporated herein by reference to Exhibit 4.1 of the Company’s
Current Report on Form 8-K (File No.: 001-04141) filed on December 20, 2001)
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4.3
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Successor Bond Trustee, dated May 7, 2003 (incorporated herein by reference to Exhibit 4.4
of the Company’s Annual Report on Form 10-K (File No.: 001-04141) filed on May 9, 2003)
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4.4
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Third Supplemental Indenture, dated as of August 23, 2005, to the Indenture between The
Great Atlantic & Pacific Tea Company, Inc. and Wilmington Trust Company (as successor to JPMorgan Chase Bank) (incorporated herein by reference to Exhibit 4.1 of the Company’s
Current Report on Form 8-K (File No.: 001-04141) filed on August 23, 2005)
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4.5
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Fourth Supplemental Indenture, dated as of August 23, 2005, to the Indenture between The
Great Atlantic & Pacific Tea Company, Inc. and Wilmington Trust Company (as successor to
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