Registration No. 33-_____
_____________________________________________________________________________
_____________________________________________________________________________
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 (I.R.S. employer
of incorporation or identification
organization) number)
2 Paragon Drive, Montvale, New Jersey 07645
(Address of principal executive offices) (Zip Code)
1994 STOCK OPTION PLAN
AND
1994 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
(Full title of the plans)
_______________
ROBERT G. ULRICH, ESQ.
Senior Vice President and General Counsel
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)
_______________
Copy to:
KENNETH W. ORCE, ESQ.
Cahill Gordon & Reindel
80 Pine Street
New York, New York 10005
(212) 701-3000
_______________
_______________
<PAGE>
<TABLE>
CALCULATION OF REGISTRATION FEE
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<CAPTION>
Proposed Proposed
Maximum Maximum Amount
Amount Offering Aggregate of
Title of Each Class of to be Price Per Offering Registration
Securities to be Registered Registered Share(1) Price(1) Fee
<S> <C> <C> <C> <C>
____________________________________________________________________________________
Common Stock, par value
$1.00 per share.......... 1,500,000 $20.25 $32,400,000 $11,172.41
shares and
100,000
shares
____________________________________________________________________________________
____________________________________________________________________________________
(1) Estimated solely for purposes of calculating the registration fee and computed
pursuant to Rule 457(c) and (h) under the Securities Act of 1933, as amended,
based on the market value of the Registrant's Common Stock. The market value
of the Registrant's Common Stock was computed by taking the average of the high
and low sale prices reported for the Common Stock on the New York Stock
Exchange on July 27, 1994.
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</TABLE>
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PART I
INFORMATION REQUIRED
IN THE SECTION 10(A) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual
Information.*
* Information required by Part I to be contained in the
Section 10(a) prospectus is omitted from the registration
statement in accordance with Rule 428 under the Securities Act
of 1933 and the Note to Part I of Form S-8.
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 Company's Annual Report on Form 10-K for the
year ended February 26, 1994; and
(b) the description of the Company's Common Stock
contained in the Company's Registration Statement on
Form S-8 dated July 27, 1984, including any further amend-
ment or report filed for the purpose of updating such
description.
All documents subsequently filed by the Registrant
with the Commission pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") prior to the filing of a post-effective amend-
ment which indicates that all securities offered have been sold
or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference in this Regis-
tration Statement and to be part thereof from the date of fil-
ing of such documents.
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Item 4. Description of Securities.
The description of the Company's Common stock to be
offered pursuant to this Registration Statement have been
incorporated by reference into this Registration Statement. See
"Incorporation of Documents by Reference".
Item 5. Interests of Named Experts and Counsel.
The Company's consolidated financial statements and
the related supplemental schedules, incorporated herein by ref-
erence to the Company's Annual Report on Form 10-K, have been
audited by Deloitte & Touche, independent auditors, as stated
in their reports incorporated by reference in this Registration
Statement, given on the authority of said firm as experts in
accounting and auditing.
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 Company's Charter provides that the
Company shall indemnify directors of the Company to the maximum
extent now or hereafter permitted by law, and officers, employ-
ees and agents of the Company 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 Company to the maximum extent now or hereafter permitted by
law.
The Company maintains directors' and officers' lia-
bility insurance covering all directors and officers of the
Company against claims arising out of the performance of their
duties.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
5.1 -Consent and Opinion of Cahill Gordon & Reindel
regarding legality of securities being registered
10.1 -1994 Stock Option Plan (previously filed as
Exhibit A to the Proxy Statement dated May 26, 1994)
10.2 -1994 Stock Option Plan for Non-Employee Directors
(previously filed as Exhibit B to the Proxy
Statement dated May 26, 1994)
23.1 -Consent of Deloitte & Touche, Independent Public
Accountants
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23.2 -Consent of Cahill Gordon & Reindel - contained in
the opinion filed as Exhibit 5.1
Item 9. Undertakings.
(a) 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;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the regis-
tration statement or any material change to such information in
the registration statement;
provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the Registration Statement is a Form
S-3 or Form S-8, and 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
of section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability
under the Act, each 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-effec-
tive amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that,
for purposes of determining any liability under the Securities
Act of 1933, each filing of the Registrant's annual report pur-
suant to section 13(a) or section 15(d) of the Securities
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<PAGE>
Exchange Act of 1934 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.
(c) 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 Securities and Exchange Com-
mission such indemnification is against public policy as
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 control-
ling 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.
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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 autho-
rized, in Montvale, New Jersey, on the 2nd day of August, 1994.
THE GREAT ATLANTIC & PACIFIC TEA
COMPANY, INC.
(Registrant)
By /s/
James Wood
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of
1933, this registration statement has been signed below by the
following persons in the capacities and on the dates indicated.
Signature Title Date
/s/ Director, Chairman of August 2, 1994
James Wood the Board and Chief
Executive Officer
(Principal Executive
Officer)
/s/ Director August 2, 1994
Rosemarie Baumeister
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Signature Title Date
/s/ Director, Vice Chairman August 2, 1994
Fred Corrado of the Board, Chief
Financial Officer and
Treasurer (Principal
Financial Officer)
/s/ Director August 2, 1994
Christopher F. Edley
/s/ Director, President and August 2, 1994
Christian W.E. Haub Chief Operating Officer
/s/ Director August 2, 1994
Helga Haub
/s/ Director August 2, 1994
Barbara Barnes Hauptfuhrer
/s/ Director August 2, 1994
Paul C. Nagel, Jr.
/s/ Director August 2, 1994
Eckart C. Siess
/s/ Director August 2, 1994
Fritz Teelen
/s/ Director August 2, 1994
R.L. "Sam" Wetzel
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Signature Title Date
/s/ Vice President, Controller August 2, 1994
Kenneth A. Uhl (Principal Accounting
Officer)
/s/ Senior Vice President, August 2, 1994
Robert G. Ulrich and General Counsel
-7-
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EXHIBIT INDEX
Exhibit
No. Description
5.1 -Consent and Opinion of Cahill Gordon &
Reindel regarding legality of securities
being registered
10.1 -1994 Stock Option Plan (previously filed
as Exhibit A to the Proxy Statement dated
May 26, 1994)
10.2 -1994 Stock Option Plan for Non-Employee
Directors (previously filed as Exhibit B
to the Proxy Statement dated May 26, 1994)
23.1 -Consent of Deloitte & Touche, Indepen-
dent Public Accountants
23.2 -Consent of Cahill Gordon & Reindel -
contained in the opinion filed as
Exhibit 5.1
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Exhibit 5.1
Cahill Gordon & Reindel
80 Pine Street
New York, New York 10005
(212) 701-3000
August 2, 1994
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 con-
nection with the preparation of a Registration Statement on Form
S-8 to be filed with the Securities and Exchange Commission under
the Securities Act of 1933, as amended, with respect to up to
1,500,000 shares of Common Stock, par value $1.00 per share (the
"Common Stock"), of the Company to be issued upon the exercise of
options granted or to be granted under the Company's 1994 Stock
Option Plan and up to 100,000 shares of Common Stock to be issued
upon the exercise of options granted or to be granted under the
Company's 1994 Stock Option Plan for Non-Employee Directors.
We wish to advise you that in our opinion the shares of
Common Stock covered by the aforesaid Registration Statement, when
issued pursuant to the 1994 Stock Option Plan and 1994 Stock
Option Plan for Non-Employee Directors (assuming that the option
price for which such shares will be issued will in every case be
not less than the par value of such shares), will be legally
issued, fully paid and nonassessable and no personal liability
will be attached to the ownership thereof.
We hereby consent to the filing of this opinion with the
Securities and Exchange Commission as an exhibit to the aforesaid
Registration Statement.
Very truly yours,
/s/ Cahill Gordon & Reindel
Exhibit 23.1
Deloitte & Touche
Two Hilton Court
P.O. Box 319
Parsippany, New Jersey 07054
INDEPENDENT AUDITORS' CONSENT
THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.
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 reports dated April 28,
1994, appearing in and incorporated by reference in the Annual
Report on Form 10-K of The Great Atlantic & Pacific Tea Com-
pany, Inc. for the year ended February 26, 1994 and to the
reference to us under the heading "Experts" in the
Prospectus, which is part of this Registration Statement.
/s/ Deloitte & Touche
August 1, 1994
