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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended February 28, 2004
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from______ to ______
Commission file number 1-4141
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
incorporation or organization) Identification No.)
2 Paragon Drive
Montvale, New Jersey 07645
(Address of principal executive offices)
Registrant's telephone number, including area code: 201-573-9700
---------------------------------
Securities registered pursuant to Section 12 (b) of the Act:
Title of each class Name of each exchange on which registered
- ------------------- -----------------------------------------
Common Stock - $1 par value New York Stock Exchange
Securities registered pursuant to Section 12 (g) of the Act: None
---------------------------------
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 [ X ] No [ ]
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 definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
Indicate by check mark whether the registrant is an accelerated filer
(as defined in Exchange Act Rule 12b-2). Yes [ X ] No [ ]
The aggregate market value of the voting stock held by non-affiliates
of the Registrant as of the close of business on September 5, 2003, the
registrant's most recently completed second fiscal quarter, was $374,772,531.
The number of shares of common stock outstanding as of the close of
business on May 20, 2004 was 38,520,530.
DOCUMENTS INCORPORATED BY REFERENCE
The information required by Part I, Items 1 and 3, and Part II, Items
5, 6, 7, 7A, 8, 9A and 15 are incorporated by reference from the Registrant's
Fiscal 2003 Annual Report to Stockholders. The information required by Part
II, Items 12, 13 and 14 are incorporated by reference from the Registrant's
Proxy Statement.
PART I
ITEM 1 - Business
General
- -------
The Great Atlantic & Pacific Tea Company, Inc. ("A&P", "we", "our",
"us" or "our Company") is engaged in the retail food business. We operated 633
stores averaging approximately 39,100 square feet per store as of February 28,
2004. In addition, we served as wholesaler to 63 franchise stores in Canada
averaging approximately 32,500 square feet per store as of February 28, 2004. On
the basis of reported sales for fiscal 2003, we believe that we are among North
America's largest retail food chains.
Operating under the trade names A&P(R), Super Fresh(R),
Sav-A-Center(R), Farmer Jack(R), Waldbaum's(TM), Super Foodmart, Ultra Food &
Drug, Dominion(R), Food Basics(R), The Barn Markets(R) and The Food Emporium(R),
we sell groceries, meats, fresh produce and other items commonly offered in
supermarkets. In addition, many stores have bakery, delicatessen, pharmacy,
floral, fresh fish and cheese departments and on-site banking. National,
regional and local brands are sold as well as private label merchandise. In
support of our retail operations, we sell other private label products in our
stores under other brand names of our Company which include without limitation,
America's Choice(R), Master Choice(R), Health Pride(R), Savings Plus and The
Farm.
Building upon a broad base of A&P supermarkets, our Company has
historically expanded and diversified within the retail food business through
the acquisition of other supermarket chains and the development of several
alternative store types. We now operate our stores with merchandise, pricing and
identities tailored to appeal to different segments of the market, including
buyers seeking gourmet and ethnic foods, a wide variety of premium quality
private label goods and health and beauty aids along with the array of
traditional grocery products.
Modernization of Facilities
- ---------------------------
We are engaged in a continuing program of modernizing our operations
including retail stores, warehousing and distribution facilities, supply and
logistics and processes. In support of our modernizing program, on March 13,
2000, we announced our business process initiative, a plan to develop a state of
the art supply chain and business management infrastructure over four years.
This initiative was completed in fiscal 2002.
During fiscal 2003, we expended approximately $135 million for capital
projects, which included 19 new supermarkets and 2 major remodels or
enlargements. Our Company has planned capital expenditures of approximately $275
to $300 million in fiscal 2004. These expenditures relate primarily to opening
10 to 15 new supermarkets, converting 30 to 35 stores to new formats, and
enlarging or remodeling 100 - 125 supermarkets. In addition, we plan to continue
with at least similar levels of capital expenditures in fiscal 2005 and several
years thereafter.
Sources of Supply
- -----------------
Our Company obtains the merchandise sold in our stores from a variety
of suppliers located primarily in the United States and Canada. Our Company has
long-standing and satisfactory relationships with our suppliers.
Employees
- ---------
As of February 28, 2004, we had approximately 74,000 employees, of
which 69% were employed on a part-time basis. Approximately 89% of our employees
are covered by union contracts.
Competition
- -----------
The supermarket business is highly competitive throughout the marketing
areas served by our Company and is generally characterized by low profit margins
on sales with earnings primarily dependent upon rapid inventory turnover,
effective cost controls and the ability to achieve high sales volume. We compete
for sales and store locations with a number of national and regional chains, as
well as with many independent and cooperative stores and markets.
Segment Information
- -------------------
The segment information required is contained under the caption "Note
15 - Operating Segments" in the Fiscal 2003 Annual Report to Stockholders and is
herein incorporated by reference.
Foreign Operations
- ------------------
The information required is contained under the captions "Management's
Discussion and Analysis", "Note 7 - Wholesale Franchise Business", "Note 11 -
Income Taxes", "Note 12 - Retirement Plans and Benefits", "Note 14 - Commitments
and Contingencies" and "Note 15 - Operating Segments" in the Fiscal 2003 Annual
Report to Stockholders and is herein incorporated by reference.
ITEM 2 - Properties
At February 28, 2004, we owned 84 properties consisting of the
following:
Stores, Not Including Stores in Owned Shopping Centers
------------------------------------------------------
Land and building owned 20
Building owned and land leased 17
Land owned and building leased 1
----
Total stores 38
Shopping Centers
----------------
Land and building owned 5
Building owned and land leased 3
----
Total shopping centers 8
Warehouses
----------
Land and building owned 7
Administrative and Other Properties
-----------------------------------
Land and building owned 10
Building owned and land leased 3
Property under development building owned and land leased 2
Property under development land and building owned 1
Property under development land only 2
Undeveloped land 13
----
Total other properties 31
----
Total Properties 84
====
At February 28, 2004, we operated 633 retail stores and serviced 63
franchised stores. These stores are geographically located as follows:
Company Stores:
--------------
New England States:
------------------
Connecticut 31
----
Total 31
Middle Atlantic States:
----------------------
District of Columbia 1
Delaware 9
Maryland 31
New Jersey 96
New York 142
Pennsylvania 24
----
Total 303
Midwestern States:
-----------------
Michigan 90
Ohio 6
----
Total 96
Southern States:
---------------
Louisiana 20
Mississippi 4
----
Total 24
----
Total United States 454
Ontario, Canada 179
----
Total Stores 633
====
Franchised Stores:
Ontario, Canada 63
----
Total Franchised Stores 63
====
The total area of all of our operated retail stores is 24.7 million
square feet averaging approximately 39,100 square feet per store. Excluding
liquor and The Food Emporium(R) stores, which are generally smaller in size,
the average store size is approximately 41,700 square feet. The total area of
all franchised stores is 2.0 million square feet averaging approximately 32,500
square feet per store. The 19 new stores opened in fiscal 2003 consisted of 19
supermarkets and range in size from 19,900 to 63,900 square feet, with an
average size of approximately 44,300 square feet. The stores built over the past
several years and those planned for fiscal 2004 and thereafter, generally range
in size from 40,000 to 60,000 square feet. The selling area of new stores is
approximately 73% of the total square footage.
As of the end of fiscal 2003, we operated 12 warehouses to service our
store network. These warehouses are geographically located as follows:
Louisiana 1
Maryland 1
Michigan 2
New Jersey 1
New York 2
Pennsylvania 1
----
Total United States 8
Ontario, Canada 4
----
Total Warehouses 12
====
There was no real estate pledged as collateral for outstanding mortgage
loans as of February 28, 2004. The net book value of real estate pledged as
collateral for the Company's $400 million Secured Revolving Credit Agreement
amounted to $22.8 million as of February 28, 2004.
ITEM 3 - Legal Proceedings
The information required is contained under the caption "Note 14 -
Commitments and Contingencies" in the Fiscal 2003 Annual Report to Stockholders
and is herein incorporated by reference.
ITEM 4 - Submission of Matters to a Vote of Security Holders
There were no matters submitted to a vote of security holders during
the fourth quarter of fiscal 2003.
PART II
ITEM 5 - Market for the Registrant's Common Stock and Related Security Holder
Matters
The information required is contained under the captions "Summary of
Quarterly Results", "Five Year Summary of Selected Financial Data", and
"Stockholder Information" in the Fiscal 2003 Annual Report to Stockholders and
is herein incorporated by reference.
ITEM 6 - Selected Financial Data
The information required is contained under the caption "Five Year
Summary of Selected Financial Data" in the Fiscal 2003 Annual Report to
Stockholders and is herein incorporated by reference.
ITEM 7 - Management's Discussion and Analysis
The information required is contained under the caption "Management's
Discussion and Analysis" in the Fiscal 2003 Annual Report to Stockholders and is
herein incorporated by reference.
ITEM 7A - Quantitative and Qualitative Disclosures About Market Risk
The information required is contained in the section "Market Risk"
under the caption "Management's Discussion and Analysis" in the Fiscal 2003
Annual Report to Stockholders and is herein incorporated by reference.
ITEM 8 - Financial Statements and Supplementary Data
(a) Financial Statements: The financial statements required to be filed
herein are described in Part IV, Item 15 of this report. Except for
the sections included herein by reference, our Fiscal 2003 Annual
Report to Stockholders is not deemed to be filed as part of this
report.
(b) Supplementary Data: The information required is contained under the
caption "Summary of Quarterly Results" in the Fiscal 2003 Annual
Report to Stockholders and is herein incorporated by reference.
ITEM 9 - Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
There were no changes in or disagreements with accountants on
accounting and financial disclosure during the fiscal year ended February 28,
2004.
ITEM 9A - Controls and Procedures
The information required is contained under the caption "Management's
Report on Financial Statements" in the Fiscal 2003 Annual Report to Stockholders
and is herein incorporated by reference.
PART III
ITEMS 10 and 11 - Directors and Executive Officers of the Registrant and
Executive Compensation
The executive officers of our Company are as follows:
Name Age Current Position
- --------------------------- ------ ------------------------------------
Christian W.E. Haub 39 Chairman of the Board, President and
Chief Executive Officer
Eric Claus 47 President and Chief Executive
Officer, A&P Canada
William P. Costantini 56 Senior Vice President, General
Counsel & Secretary
Brenda M. Galgano 35 Vice President and Corporate
Controller
Mitchell P. Goldstein 43 Senior Vice President, Chief
Financial Officer
Peter Johannes Jueptner 41 Executive Vice President, A&P U.S.
John E. Metzger 49 Senior Vice President, Chief
Information Officer
William Moss 56 Vice President and Treasurer
Brian Piwek 57 President and Chief Executive
Officer, A&P U.S.
The executive officers of our Company are chosen annually and serve
under the direction of the Chief Executive Officer ("CEO") with the consent of
the Board of Directors.
Mr. Haub currently serves as Chairman of the Board, President and Chief
Executive Officer of our Company. He was elected a director on December 3, 1991,
and is Chair of the Executive Committee and a member of the Finance Committee.
Mr. Haub served as Chief Operating Officer of our Company from December 7, 1993,
becoming Co-Chief Executive Officer on April 2, 1997, sole CEO on May 1, 1998
and Chairman of the Board on May 1, 2001. In addition to his other positions,
with the exception of the period between February 2002 through October 2002, Mr.
Haub has served as President of our Company since December 7, 1993. Mr. Haub,
son of Helga Haub, is a partner and Co-Chief Executive Officer of Tengelmann
Warenhandelsgesellschaft KG, a partnership organized under the laws of the
Federal Republic of Germany ("Tengelmann"). Mr. Haub is on the Board of
Directors of the Food Marketing Institute and on the Board of Trustees of St.
Joseph's University in Philadelphia, Pennsylvania.
Mr. Claus was appointed President & Chief Executive Officer, A&P Canada
on November 11, 2002. Prior to joining our Company, Mr. Claus served as Chief
Executive Officer of Co-Op Atlantic, between February 1997 and November 2002.
Mr. Costantini was elected Senior Vice President, General Counsel &
Secretary effective April 24, 2000. Prior to joining our Company, Mr. Costantini
served as Executive Vice President & General Counsel and Senior Vice President &
General Counsel of Olsten Corporation, between June 1992 and March 2000.
Ms. Galgano was appointed Vice President, Corporate Controller on
February 24, 2002. Ms. Galgano served as Assistant Corporate Controller of our
Company from July 2000 to February 2002 and Director of Corporate Accounting
from October 1999 to July 2000. Prior to joining our Company, Ms. Galgano was
with PricewaterhouseCoopers from July 1997 to July 1999 as Senior Manager and
Manager of the Audit and Business Advisory Services Group.
Mr. Goldstein was elected Senior Vice President & Chief Financial
Officer on February 24, 2002. From January 2000 to February 24, 2002, Mr.
Goldstein was Senior Vice President, Finance & Treasurer of our Company. Prior
to joining our Company, Mr. Goldstein was Chief Financial Officer from October
1998 to January 2000 and Vice President of Strategic Planning and Corporate
Development from September 1997 to October 1998 at Vlasic Foods International.
Before that, he was Director of Strategic Planning at the Campbell Soup Company.
Vlasic Foods International filed a petition under the Federal bankruptcy laws in
January 2001. Mr. Goldstein is on the Board of Advisers of the Rutgers Business
School.
Mr. Jueptner was appointed Executive Vice President, A&P U.S. on
November 15, 2002. Prior to that, Mr. Jueptner served as Senior Vice President,
Chief Strategy Officer from October 1, 2002 to November 15, 2002. Prior to
joining our Company, Mr. Jueptner was Chief Commercial Officer of The Worldwide
Retail Exchange from December 2000 through July 2002. From 1997 through 2000,
Mr. Jueptner held various positions with Campbell Soup Company, lastly, General
Manager, Beverages & Latin America.
Mr. Metzger was appointed Senior Vice President, Chief Information
Officer on February 11, 2002. Prior to that, he was Senior Vice President and
Business Process Initiative Business Leader from May 2001 to February 2002, and
Vice President, Supply & Logistics from October 1999 to May 2001. Prior to
joining our Company, Mr. Metzger was Senior Vice President of CS Integrated LLC
from January 1998 to October 1999 and before that, Vice President, Distribution
& Procurement for General Mills Restaurants, Inc. from October 1993 to November
1997. Mr. Metzger is a director of the Institute for Standards & Collaboration
Commerce, Inc.
Mr. Moss was appointed Vice President, Treasurer on February 24, 2002.
Prior to that Mr. Moss was Vice President, Treasury Services and Risk Management
from 1992 to February 2002.
Mr. Piwek was appointed President and Chief Executive Officer, A&P U.S.
on October 28, 2002. Prior to that, he was Chairman, President and Chief
Executive Officer of The Great Atlantic & Pacific Company of Canada, Limited
from April 1, 2002 and was Vice Chairman, President and Chief Executive Officer
of The Great Atlantic & Pacific Company of Canada, Limited from February 2000.
Before that, Mr. Piwek was Vice Chairman and Co-Chief Executive Officer of The
Great Atlantic & Pacific Company of Canada, Limited from October 1997. Prior to
joining the Company, he was President of Overwaitea Food Group, a retailer and
franchisor in British Columbia and Alberta, Canada.
The information required regarding our directors, executive
compensation and our beneficial ownership reporting compliance is contained
under the captions "Election of Directors", "Executive Compensation" and
"Section 16(a) Beneficial Ownership Reporting Compliance", respectively, in the
Proxy Statement for our 2004 Annual Meeting of Stockholders, to be filed on or
about May 24, 2004 ("Proxy Statement"), and is herein incorporated by reference.
Audit Committee Financial Expert
- --------------------------------
The Board has determined that each member of the Audit Committee is
independent in accordance with the NYSE listing rules, the Company's Standards
of Independence and Rule 10A-3 of the Exchange Act. In addition, the Board
has determined that each member of the Audit Committee qualifies as an "audit
committee financial expert," as defined by the SEC.
Code of Business Conduct and Ethics
- -----------------------------------
Our Company has adopted a Code of Business Conduct and Ethics
applicable to all employees. This Code is applicable to Senior Financial
Executives including the chief executive officer, chief financial officer and
chief accounting officer of our Company. A&P's Code of Business Conduct and
Ethics is available on the Company's Web site at www.aptea.com under "Corporate
Governance" and as Exhibit 14 to this Form 10-K. Our Company intends to post on
its web site any amendments to, or waivers from, its Code of Business Conduct
and Ethics applicable to Senior Financial Executives.
ITEM 12 - Security Ownership of Certain Beneficial Owners and Management
Beneficial Ownership of More than 5% of the Company's Common Stock
The information required is contained in our Proxy Statement under the
heading "Security Ownership of Certain Beneficial Owners and Management", and is
herein incorporated by reference.
ITEM 13 - Certain Relationships and Related Transactions
The information required is contained in our Proxy Statement under the
heading "Certain Relationships and Transactions", and is herein incorporated by
reference.
ITEM 14 - Principal Accounting Fees and Services
The information required is contained in our Proxy Statement under the
heading "Independent Public Accountants", and is herein incorporated by
reference.
PART IV
ITEM 15 - Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) Documents filed as part of this report.
1) Financial Statements: The financial statements required by Item 8 are
included in the Fiscal 2003 Annual Report to Stockholders. The
following required items are herein incorporated by reference:
Consolidated Statements of Operations
Consolidated Statements of Stockholders' Equity and
Comprehensive (Loss) Income
Consolidated Balance Sheets
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
Report of Independent Accountants
2) Financial Statement Schedules are omitted because they are not
required or do not apply, or the required information is included
elsewhere in the Consolidated Financial Statements or Notes thereto.
3) Exhibits:
The following are filed as Exhibits to this Report:
EXHIBIT NO. DESCRIPTION
3.1 Articles of Incorporation of The Great Atlantic
& Pacific Tea Company, Inc., as amended through
July 1987 (incorporated herein by reference to
Exhibit 3(a) to Form 10-K filed on May 27, 1988)
3.2 By-Laws of The Great Atlantic & Pacific Tea
Company, Inc., as amended through July 2, 2002
(incorporated herein by reference to Exhibit 3.2
to Form 10-K filed on July 5, 2002)
4.1 Indenture, dated as of January 1, 1991 between
the Company 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 to Form 8-K)
4.2 First Supplemental Indenture, dated as of
December 4, 2001, to the Indenture, dated as of
January 1, 1991 between our Company and JPMorgan
Chase Bank, relating to the 7.70% Senior Notes
due 2004 (incorporated herein by reference to
Exhibit 4.1 to Form 8-K filed on December 4,
2001)
4.3 Second Supplemental Indenture, dated as of
December 20, 2001, to the Indenture between our
Company and JPMorgan Chase Bank, relating to the
9 1/8% Senior Notes due 2011 (incorporated herein
by reference to Exhibit 4.1 to Form 8-K filed on
December 20, 2001)
4.4 Successor Bond Trustee (incorporated herein by
reference to Exhibit 4.4 to Form 10-K filed on
May 9, 2003)
10.1 Employment Agreement, made and entered into as of
the 11th day of November, 2002, by and between
our Company and Eric Claus, and Offer Letter
dated the 22nd day of October, 2002 (incorporated
herein by reference to Exhibit 10.1 to Form 10-Q
filed on January 10, 2003)
10.2 Employment Agreement, made and entered into as
of the 1st day of November, 2000, by and between
the Company and William P. Costantini
(incorporated herein by reference to Exhibit 10
to Form 10-Q filed on January 16, 2001)
("Costantini Agreement")
10.3 Amendment to Costantini Agreement dated April
30, 2002 (incorporated herein by reference to
Exhibit 10.7 to Form 10-K filed on July 5, 2002)
10.4 Employment Agreement, made and entered into as
of the 16th day of June, 2003, by and between our
Company and Brenda Galgano (incorporated herein
by reference to Exhibit 10.9 to Form 10-Q filed
on October 17, 2003)
10.5 Employment Agreement, made and entered into as
of the 24th day of February, 2002, by and
between our Company and Mitchell P. Goldstein
(incorporated herein by reference to Exhibit
10.8 to Form 10-K filed on July 5, 2002)
10.6 Employment Agreement, made and entered into as
of the 2nd day of October, 2002, by and between
our Company and Peter Jueptner (incorporated
herein by reference to Exhibit 10.26 to Form
10-Q filed October 22, 2002)
10.7 Offer Letter dated the 18th day of September
2002, by and between our Company and Peter
Jueptner (incorporated herein by reference to
Exhibit 10.10 to Form 10-Q filed on January 10,
2003)
10.8 Employment Agreement, made and entered into as
of the 14th day of May, 2001, by and between our
Company and John E. Metzger, as amended February
14, 2002 (incorporated herein by reference to
Exhibit 10.13 to Form 10-K filed on July 5, 2002)
10.9 Employment Agreement, made and entered into as of
the 28th day of October, 2002, by and between our
Company and Brian Piwek, and Offer Letter dated
the 23rd day of October, 2002 (incorporated
herein by reference to Exhibit 10.14 to Form 10-Q
filed on January 10, 2003)
10.10 Supplemental Executive Retirement Plan effective
as of September 30, 1991 (incorporated herein by
reference to Exhibit 10.B to Form 10-K filed on
May 28, 1993)
10.11 Supplemental Executive Retirement Plan effective
as of September 1, 1997 (incorporated herein by
reference to Exhibit 10.B to Form 10-K filed on
May 27, 1998)
10.12 Supplemental Retirement and Benefit Restoration
Plan effective as of January 1, 2001
(incorporated herein by reference to
Exhibit 10(j) to Form 10-K filed on May 23, 2001)
10.13 1994 Stock Option Plan (incorporated herein by
reference to Exhibit 10(e) to Form 10-K filed on
May 24, 1995)
10.14 1994 Stock Option Plan for Non-Employee
Directors (incorporated herein by reference to
Exhibit 10(f) to Form 10-K filed on May 24, 1995)
10.15 Directors' Deferred Payment Plan adopted May 1,
1996 (incorporated herein by reference to
Exhibit 10(h) to Form 10-K filed on May 16, 1997)
10.16 1998 Long Term Incentive and Share Award Plan
(incorporated herein by reference to Exhibit
10(k) to Form 10-K filed on May 19, 1999)
10.17 Credit Agreement dated as of February 23, 2001,
among our Company, The Great Atlantic & Pacific
Company of Canada, Limited and the other
Borrowers party hereto and the Lenders party
hereto, The Chase Manhattan Bank, as U.S.
Administrative Agent, and The Chase Manhattan
Bank of Canada, as Canadian Administrative Agent
("Credit Agreement") (incorporated herein by
reference to Exhibit 10 to Form 10-K filed on May
23, 2001)
10.18 Amendment No. 1 and Waiver, dated as of November
16, 2001 to Credit Agreement (incorporated herein
by reference to Exhibit 10.23 to Form 10-K filed
on July 5, 2002)
10.19 Amendment No. 2 dated as of March 21, 2002 to
Credit Agreement (incorporated herein by
reference to Exhibit 10.24 to Form 10-K filed on
July 5, 2002)
10.20 Amendment No. 3 dated as of April 23, 2002 to
Credit Agreement (incorporated herein by
reference to Exhibit 10.25 to Form 10-K filed
on July 5, 2002)
10.21 Waiver dated as of June 14, 2002 to Credit
Agreement (incorporated herein by reference to
Exhibit 10.26 to Form 10-K filed on July 5, 2002)
10.22 Amendment No. 4 dated as of October 10, 2002 to
Credit Agreement (incorporated herein by
reference to Exhibit 10.27 to Form 10-Q filed on
October 22, 2002)
10.23 Amendment No. 5 dated as of February 21, 2003 to
Credit Agreement (incorporated herein by
reference to Exhibit 10.1 to Form 8-K filed on
March 7, 2003)
10.24 Amendment No. 6 dated as of March 25, 2003 to
Credit Agreement (incorporated herein by
reference to Exhibit 10.28 to Form 10-K filed on
May 9, 2003)
10.25 Amended and Restated Credit Agreement dated as of
February 23, 2001 and amended and restated as of
December 4, 2003, among our Company, The Great
Atlantic & Pacific Company of Canada, Limited and
the other Borrowers party hereto, as Borrowers,
and the Lenders party hereto, and JPMorgan Chase
Bank, as U.S. Administrative Agent and U.S.
Collateral Agent, and JPMorgan Chase Bank,
Toronto Branch, as Canadian Administrative Agent
and Canadian Collateral Agent (incorporated
herein by reference to Exhibit 10.25 to Form 10-Q
filed on January 9, 2004)
13* Fiscal 2003 Annual Report to Stockholders
14* Code of Business Conduct and Ethics
16 Letter on Change in Certifying Accountant
(incorporated herein by reference to Forms 8-K
filed on September 18, 2002 and September 24,
2002, and Form 8-K/A filed on September 24, 2002)
21* Subsidiaries of Registrant
23* Consent of Independent Accountants from
PricewaterhouseCoopers LLP
31.1* Certification of the Chief Executive Officer
Pursuant Section 302 of the Sarbanes-Oxley Act
of 2002
31.2* Certification of the Chief Financial Officer
Pursuant Section 302 of the Sarbanes-Oxley Act
of 2002
32* Certification Pursuant to 18 U.S.C.
Section 1350, as Adopted Pursuant to Section 906
of the Sarbanes-Oxley Act of 2002
* Filed with this 10-K
(b) Reports on Form 8-K
On January 9, 2004, our Company filed a Form 8-K pursuant to which it
furnished the SEC with a copy of the January 9, 2004 press release, which
announced the Company's financial results for the quarter ended November 29,
2003.
On February 27, 2004, our Company filed a Form 8-K pursuant to which it
furnished the SEC with a copy of a February 27, 2004 press release, which
announced our Company's completion of a real estate sale leaseback transaction
with Cardinal Capital Partners, Inc. (Dallas, Texas), resulting in proceeds to
our Company of approximately $170 million.
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) 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.
(registrant)
Date: May 21, 2004 By: /s/ Mitchell P. Goldstein
-----------------------------------------------
Mitchell P. Goldstein, Senior Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant in the capacities and as of the date indicated.
/s/ Christian W.E. Haub Chairman of the Board, President and
- ------------------------------------ Chief Executive Officer
Christian W.E. Haub
/s/ John D. Barline Director
- ------------------------------------
John D. Barline
/s/ Jens-Jurgen Bockel Director
- ------------------------------------
Jens-Jurgen Bockel
/s/ Bobbie A. Gaunt Director
- ------------------------------------
Bobbie A. Gaunt
/s/ Helga Haub Director
- ------------------------------------
Helga Haub
/s/ Dan P. Kourkoumelis Director
- ------------------------------------
Dan P. Kourkoumelis
/s/ Edward Lewis Director
- ------------------------------------
Edward Lewis
/s/ Richard L. Nolan Director
- ------------------------------------
Richard L. Nolan
/s/ Maureen B. Tart-Bezer Director
- ------------------------------------
Maureen B. Tart-Bezer
The above-named persons signed this report on behalf of the registrant on May
21, 2004.
/s/ Brenda M. Galgano Vice President, Corporate Controller
- ------------------------------------
Brenda M. Galgano May 21, 2004