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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 34)*
THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.
(Name of Issuer)
COMMON STOCK, Par Value $1 Per Share
(Title of Class of Securities)
390064 10 3
(CUSIP Number)
John D. Barline
7138 Interlaken Drive SW
Tacoma, Washington 98499
with a copy to
Samuel C. Butler
Cravath, Swaine & Moore
Worldwide Plaza
825 Eighth Avenue
New York, NY 10019
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 4, 1991 to May 9, 1997
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box [ ].
Note: six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
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Page 1 of 23 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 390064 10 3 Page 2 of 23 Pages
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1 NAME OF REPORTING PERSON
SS OR IRS IDENTIFICATION NO OF ABOVE PERSON
Erivan Karl Haub
###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
AF and PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(E) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Federal Republic of Germany
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NUMBER OF 7 SOLE VOTING POWER
SHARES 100
BENEFICIALLY --------------------------------------------------
OWNED BY EACH 8 SHARED VOTING POWER
REPORTING 20,750,000
PERSON WITH --------------------------------------------------
9 SOLE DISPOSITIVE POWER
100
--------------------------------------------------
10 SHARED DISPOSITIVE POWER
20,750,000
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,750,100
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [X]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
54.3%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 390064 10 3 Page 3 of 23 Pages
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1 NAME OF REPORTING PERSON
SS OR IRS IDENTIFICATION NO OF ABOVE PERSON
Tengelmann Warenhandelsgesellschaft
51-0235841
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(E) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Federal Republic of Germany
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY --------------------------------------------------
OWNED BY EACH 8 SHARED VOTING POWER
REPORTING 20,750,000
PERSON WITH --------------------------------------------------
9 SOLE DISPOSITIVE POWER
--------------------------------------------------
10 SHARED DISPOSITIVE POWER
20,750,000
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,750,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [X]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
54.3%
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14 TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
This Amendment No. 34 relates to the purchase and
sale of shares of Common Stock (as defined below) by
Tengelmann since December 4, 1991, including the purchase of
45,000 shares of Common Stock within the past sixty days (the
"Recent Shares"), and is intended to amend and restate the
entire text of the statement on Schedule 13D (the
"Statement") to update the information presented therein and
create a composite Statement presenting such information in
one document. Accordingly, the Statement is hereby amended
and restated in its entirety to read as follows:
Item 1. Security and Issuer
This Statement relates to the Common Stock, par
value $1 per share (the "Common Stock"), of The Great
Atlantic & Pacific Tea Company, Inc., a Maryland corporation
(the "Company"). The principal executive offices of the
Company are located at 2 Paragon Drive, Montvale, New Jersey
07645.
Item 2. Identity and Background
(a)-(c); (f)
The names of the persons filing this Statement (the
"Reporting Parties") are Tengelmann Warenhandels-
gesellschaft, a partnership organized under the laws of the
Page 4 of 23 Pages
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Federal Republic of Germany ("Tengelmann") and Erivan Karl
Haub.
The business address of both Reporting Parties is
Wissollstrasse 5-43, 45478 Mulheim an der Ruhr, Federal
Republic of Germany.
Tengelmann is engaged in general retail marketing.
It owns and operates through affiliated companies and
subsidiaries of the Tengelmann Enterprises Group several
chains of stores which principally sell grocery and
department store items throughout the Federal Republic of
Germany, other European countries, Canada and the United
States. The partners of Tengelmann are Erivan Karl Haub,
Tengelmann Verwaltungs-und Beteiligungsgesellschaft
("Verwaltungs"), a limited liability company authorized under
the laws of the Federal Republic of Germany whose principal
business address is Wissollstrasse 5-43, 45478 Mulheim an der
Ruhr, Federal Republic of Germany, and Erivan Karl Haub's
three sons: Karl-Erivan Warder Haub, Georg Rudolf Otto Haub
and Christian Wilhelm Erich Haub. One half of the partnership
assets of Tengelmann are owned by Erivan Karl Haub, with the
remainder equally divided among his three sons.
Page 5 of 23 Pages
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Mr. Karl-Erivan Warder Haub is a citizen of the
United States and the Federal Republic of Germany whose
business address is Wissollstrasse 5-43, 45478 Mulheim an der
Ruhr, Federal Republic of Germany. Mr. Karl-Erivan Warder
Haub is Chairman of the Operating Board of Tengelmann (Chief
Operating Officer). Mr. Georg Rudolf Otto Haub is a citizen
of the United States and the Federal Republic of Germany
whose business address is Wissollstrasse 5-43, 45478 Mulheim
an der Ruhr, Federal Republic of Germany. Mr. Georg Rudolf
Otto Haub is Consultant for Store Planning and Construction
for Tengelmann. Mr. Christian Wilhelm Erich Haub is a citizen
of the United States and the Federal Republic of Germany
whose business address is 2 Paragon Drive, Montvale, New
Jersey 07645. Mr. Christian Wilhelm Erich Haub was elected a
director of the Company on December 3, 1991, President and
Chief Operating Officer of the Company on December 7, 1993,
and Co-Chief Executive Officer of the Company on April 2,
1997.
Verwaltungs, whose only shareholders are Erivan
Karl Haub and his three sons, is not an operating company.
Its managing directors are Mrs. Rosemarie Baumeister, Dr.
Wilfrid Vogt, Mr. Karl-Erivan Warder Haub and Mr. Christian
Wilhelm Erich Haub. Mrs. Rosemarie Baumeister
Page 6 of 23 Pages
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and Dr. Wilfrid Vogt, both of whom are citizens of the
Federal Republic of Germany, are employees of Tengelmann.
Their business address is Wissollstrasse 5-43, 45478 Mulheim
an der Ruhr, Federal Republic of Germany.
Erivan Karl Haub is chairman and chief executive of
Tengelmann, Emil Tengelmann ("Emil"), PLUS Warenhandels-
gesellschaft mbH & Co. oHG ("PLUS") and Wilh. Schmitz-Scholl
("Schmitz-Scholl"). Emil, PLUS and Schmitz-Scholl are all
partnerships organized under the laws of the Federal Republic
of Germany. Emil and PLUS are engaged in general retail
marketing. Schmitz-Scholl is a producer of sweets, chocolates
and candies. The business address of Emil is Olgastrasse
57-77, 74072 Heilbronn, Federal Republic of Germany. The
business address of PLUS and Schmitz-Scholl is Wissollstrasse
5-43, 45478 Mulheim an der Ruhr, Federal Republic of Germany.
The partners and partnership interests of Emil, PLUS and
Schmitz-Scholl are identical to those of Tengelmann.
By virtue of the articles of association of
Tengelmann, Emil, PLUS and Schmitz-Scholl, Erivan Karl Haub
has exclusive right to direct such companies and is solely
responsible for their conduct.
Page 7 of 23 Pages
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(d)-(e)
Neither of the Reporting Parties nor, to the best
knowledge of the Reporting Parties, any director of
Verwaltungs or any partner of Tengelmann has, during the last
five years, been convicted in a criminal proceeding
(excluding traffic violations and similar misdemeanors) or
been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result
of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
The aggregate purchase price (net of brokerage
commissions) for the 416,800 shares of Common Stock purchased
by Tengelmann since December 4, 1991, was $10,176,187.50.
During the same period Tengelmann gave as a gift 1,800 shares
of Common Stock. The aggregate purchase price (net of
brokerage commissions) for the 45,000 Recent Shares referred
to in Item 5(c) hereof as having been purchased by Tengelmann
within the past sixty days was $1,144,000.00. The funds used
by Tengelmann to purchase all
Page 8 of 23 Pages
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such shares, including the Recent Shares, consisted of
available cash from its general funds not needed for its
present business.
The shares of Common Stock referred to in Item 5(a)
hereof as being beneficially owned by Tengelmann, other than
the shares referred to in the previous paragraph, were
acquired by Tengelmann in transactions which have been
previously described in filings pursuant to Rule 13d-1 and
Rule 13d-2 under the Act on Schedule 13D ("Previous
Filings").
Since December 4, 1991, Christian Wilhelm Erich
Haub acquired 200 shares of Common Stock using personal funds
and received grants of 140,000 options to purchase Common
Stock in connection with his employment with the Company.
Item 4. Purpose of Transaction
Tengelmann holds shares of Common Stock as an
investment. Except for Christian Wilhelm Erich Haub serving
as President, Chief Operating Officer and Co-Chief Executive
Officer of the Company, Tengelmann does not participate in
the day-to-day management of the Company, and it does not
have any present intention to increase its participation.
Tengelmann reserves the right, however, to increase its
Page 9 of 23 Pages
<PAGE>
participation in the day-to-day management of the Company,
to the extent it deems such participation appropriate, and
the size of its holdings of Common Stock gives it power to
do so.
Of the 11 directors of the Company, the following
six were suggested for nomination by Tengelmann:
John D. Barline
Rosemarie Baumeister
Christian W.E. Haub
Helga Haub
Fritz Teelen
R.L. "Sam" Wetzel
Tengelmann expects to continue to nominate persons for
election as directors of the Company. While it has no
present intention of doing so, Tengelmann reserves the right
to nominate and cause the election of additional directors
or all the members of the Board of Directors of the Company
(the "Board"), and the size of its holdings of Common Stock
gives it power to do so.
The Reporting Parties may from time to time
purchase additional shares of Common Stock in the open market
or in private transactions. The timing and amount of any such
purchases will depend on market conditions, business
conditions affecting the Company and other factors.
The Reporting Parties also reserve the right to
make a tender offer or acquire shares of Common Stock in any
Page 10 of 23 Pages
<PAGE>
other manner in order to further increase their interest in
the Company. Furthermore, while the Reporting Parties have
no present intention of doing so, they reserve the right to
reduce their interest in the Company, in whole or in part,
by open market or private sales of Common Stock.
The Reporting Parties do not have any present plan
or proposal which relates to or would result in (a) the
acquisition by any person of additional securities of the
Company or the disposition of securities of the Company
(other than those described in the preceding two paragraphs
of this Item 4), (b) an extraordinary corporate transaction,
such as a merger, reorganization or liquidation involving the
Company or any of its subsidiaries, (c) a sale or transfer of
a material amount of assets of the Company or of any of its
subsidiaries, (d) any change in the present Board or the
management of the Company, including any plans or proposals
to change the number or term of directors, (e) any material
change in the present capitalization or dividend policy of
the Company, (f) any material change in the Company's
business or corporate structure, (g) any change in the
Company's charter or by-laws or other actions which may
impede the acquisition of control of the Company by any
person, (h) a class of securities of the Company being
Page 11 of 23 Pages
<PAGE>
delisted from a national securities exchange or ceasing to
be authorized to be quoted in an inter-dealer quotation
system of a registered national securities association,
(i) a class of equity securities of the Company becoming
eligible for termination of registration pursuant to Sec
tion 12(g)(4) of the Act or (j) any action similar to any of
those enumerated in (a) through (i) above. The Reporting
Parties, however, reserve the right to adopt and implement
any plan or proposal or make any change with respect to the
Company, including one or more of those referred to in the
first sentence of this paragraph, to the extent they deem
any such plan, proposal or change to be appropriate, and the
size of Tengelmann's holdings of Common Stock gives them
power to do so.
Item 5. Interest in Securities of the Issuer
(a)-(b)
As of the close of business on May 9, 1997, Erivan
Karl Haub was the beneficial owner (through the direct
ownership of Tengelmann) of 20,750,000 shares of Common Stock
constituting approximately 54.3% of the outstanding shares of
Common Stock (according to the Company, and as will be
reported in the Company's 1997 Proxy Statement, as of May 9,
1997, there were outstanding 38,248,966 shares of
Page 12 of 23 Pages
<PAGE>
Common Stock). In addition, as of the close of business on
May 9, 1997, Erivan Karl Haub was the direct beneficial
owner of 100 shares of Common Stock constituting less than
.01% of the outstanding shares of Common Stock. As of the
close of business on May 9, 1997, to the best knowledge of
the Reporting Parties, the persons named in Item 2 hereof
(other than the Reporting Parties) and the directors of the
Company suggested for nomination by Tengelmann (including
Helga Haub and Rosemarie Baumeister) were the beneficial
owners of shares of Common Stock as set forth in Appendix A
hereto. Helga Haub, the wife of Erivan Karl Haub and a
citizen of the Federal Republic of Germany whose business
address is Hasengartenstrasse 25, 65189 Wiesbaden, Federal
Republic of Germany, is a member of the Supervisory Board of
Kaiser's Kaffee Geschaft AG ("Kaiser"), its minority
stockholder and a director of the Company. Rosemarie
Baumeister, a citizen of the Federal Republic of Germany
whose business address is Wissollstrasse 5-43, 45478 Mulheim
an der Ruhr, Federal Republic of Germany, is an executive
vice president and the head of the public relations
department of Tengelmann, a member of the Supervisory Board
of Kaiser and of the Advisory Board of Deutsche Bank AG and
a director of the Company.
Page 13 of 23 Pages
<PAGE>
Except as described in the preceding paragraph,
neither of the Reporting Parties nor, to the best knowledge
of the Reporting Parties, any other person named in Item 2
hereof, nor any person who, together with any of the persons
named in Item 2 hereof, comprise a group within the meaning
of Section 13(d)(3) of the Act, owns beneficially any shares
of Common Stock. The Reporting Parties disclaim any power to
vote, or to direct the voting of, or any power to dispose, or
to direct the disposition of, the shares owned by Christian
Wilhelm Erich Haub, Helga Haub or Rosemarie Baumeister. The
Reporting Parties expressly declare that the filing of this
statement shall not be construed as an admission that either
of the Reporting Parties is, for purposes of Section 13 of
the Act, a beneficial owner of the shares of Common Stock
owned by Christian Wilhelm Erich Haub, Helga Haub or
Rosemarie Baumeister.
(c)
Within the past sixty days Tengelmann purchased the
45,000 Recent Shares on the New York Stock Exchange. The
date, amount and price per share (net of brokerage
commissions) of each purchase of Recent Shares are set forth
in Appendix B hereto.
Page 14 of 23 Pages
<PAGE>
Except as described in the preceding paragraph,
since the latest of the Previous Filings, neither of the
Reporting Parties nor, to the best knowledge of the Report
ing Parties, any other person named in Item 2 hereof, has
effected any transactions in the Common Stock.
(d)-(e)
Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the
Issuer
In connection with Tengelmann's intention to
acquire additional shares of Common Stock from time to time
in the open market and by private purchase, Dillon, Read &
Co. Inc. ("Dillon Read") has acted and presently acts as
broker and agent for Tengelmann. The Recent Shares were
acquired through Dillon Read.
Item 7. Material to Be Filed as Exhibits
Exhibit Description
1 Agreement to file joint Schedule 13D.
2 Power of Attorney given by Erivan Haub.
3 Power of Attorney given by Tengelmann
Warenhandelsgesellschaft.
Page 15 of 23 Pages
<PAGE>
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set
forth in this statement is true, complete and correct.
TENGELMANN WARENHANDELSGESELLSCHAFT,
by /s/ John D. Barline
----------------------------------
Erivan Karl Haub, Managing Partner
by
John D. Barline
Attorney-in-Fact
/s/ John D. Barline
----------------------------------
Erivan Karl Haub
by
John D. Barline
Attorney-in-Fact
May 13, 1997
Page 16 of 23 Pages
<PAGE>
Exhibit 1
AGREEMENT dated May 13, 1997,
between TENGELMANN WARENHANDELSGESELLSCHAFT,
a partnership organized under the laws of
the Federal Republic of Germany
("Tengelmann"), and ERIVAN KARL HAUB.
In consideration of the mutual agreement contained
herein, the parties agree that the Schedule 13D dated the date
hereof to which this Agreement shall be attached as an exhibit
shall be jointly filed on behalf of each of Tengelmann and
Erivan Karl Haub, individually.
IN WITNESS WHEREOF, the parties have caused this
Agreement to be duly executed as of the day and year first
above written.
TENGELMANN WARENHANDELSGESELLSCHAFT,
by /s/ John D. Barline
-----------------------------------
Erivan Karl Haub, Managing Partner
by
John D. Barline
Attorney-in-Fact
/s/ John D. Barline
-----------------------------------
Erivan Karl Haub
by
John D. Barline
Attorney-in-Fact
Page 17 of 23 Pages
<PAGE>
Exhibit 2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned
hereby constitutes and appoints John D. Barline, 7138
Interlaken Drive SW, Tacoma, Washington 98499, the true and
lawful agent and attorney-in-fact of the undersigned, with full
power to appoint a substitute to act hereunder, with respect to
all matters arising in connection with the undersigned's
compliance with the requirements of Sections 16(a) and 13(d) of
the Securities Exchange Act of 1934, as amended, and the rules
and regulations of the Securities and Exchange Commission (the
"SEC") thereunder, with respect to the undersigned's
acquisitions and/or dispositions of shares of Common Stock, par
value $1 per share, of The Great Atlantic & Pacific Tea Company
(the "Transactions"), with full power and authority to execute
and deliver for and on behalf of the undersigned all such
documents in connection therewith as said agent and
attorney-in-fact may deem advisable. The undersigned hereby
gives to said agent and attorney-in-fact full power and
authority to act in the premises, including, without limiting
the generality of the foregoing, power and authority to execute
and file with the SEC Form 4s and
Page 18 of 23 Pages
<PAGE>
Schedule 13Ds, and any amendments thereto, in connection
with the Transactions.
Witness the due execution hereof at New York,
New York, this 13th day of May 1997.
/s/ Erivan Haub
---------------------------
Erivan Haub
Subscribed and sworn to
before me at New York,
New York this 13th day
of May 1997.
/s/ Sonia Robertson
- --------------------------
Notary Public
Page 19 of 23 Pages
<PAGE>
Exhibit 3
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned
hereby constitutes and appoints John D. Barline, 7138
Interlaken Drive SW, Tacoma, Washington 98499, the true and
lawful agent and attorney-in-fact of the undersigned, with full
power to appoint a substitute to act hereunder, with respect to
all matters arising in connection with the undersigned's
compliance with the requirements of Sections 16(a) and 13(d) of
the Securities Exchange Act of 1934, as amended, and the rules
and regulations of the Securities and Exchange Commission (the
"SEC") thereunder, with respect to the undersigned's
acquisitions and/or dispositions of shares of Common Stock, par
value $1 per share, of The Great Atlantic & Pacific Tea Company
(the "Transactions"), with full power and authority to execute
and deliver for and on behalf of the undersigned all such
documents in connection therewith as said agent and
attorney-in-fact may deem advisable. The undersigned hereby
gives to said agent and attorney-in-fact full power and
authority to act in the premises, including, without limiting
the generality of the foregoing, power and authority to execute
and file with the SEC Form 4s and
Page 20 of 23 Pages
<PAGE>
Schedule 13Ds, and any amendments thereto, in connection
with the Transactions.
Witness the due execution hereof at New York,
New York, this 13th day of May 1997.
TENGELMANN WARENHANDELSGESELLSCHAFT,
by
/s/ Erivan Haub
---------------------------
Erivan Haub, Managing Partner
Subscribed and sworn to
before me at New York,
New York this 13th day
of May 1997.
/s/ Sonia Robertson
- --------------------------
Notary Public
Page 21 of 23 Pages
<PAGE>
Appendix A
Persons Named
in Item 5(a)
(other than Percentage of
the Reporting Number of Outstanding
Parties)* Shares** Shares ***
John D. Barline 4,000 ****
Rosemarie Baumeister 5,400 ****
Christian Wilhelm Erich Haub 140,200 ****
Helga Haub 5,400 ****
Fritz Teelen 5,900 ****
R.L. "Sam" Wetzel 3,100 ****
- --------------------
* To the best knowledge of the Reporting Persons,
each such person has the sole power to vote and dispose of his
or her shares of Common Stock.
** The amounts shown include all options granted
under Company plans regardless of whether exercisable within 60
days. The number of options included in the total number of
owned shares are 2,000 for John D. Barline, 2,600 for Rosemarie
Baumeister, 140,000 for Christian Wilhelm Erich Haub, 2,600 for
Helga Haub, 2,600 for Fritz Teelen and 2,600 for R.L. "Sam"
Wetzel.
*** According to the Company, and as will be reported
in the Company's 1997 Proxy Statement, as of May 9, 1997, there
were outstanding 38,248,966 shares of Common Stock.
**** Less than 1%.
Page 22 of 23 Pages
<PAGE>
Appendix B
Purchases by Tengelmann
within the Past Sixty Days
Date of Number of Purchase Price
Purchase Additional Shares Per Share*
3/19/97 4,000 $28.375
3/19/97 1,000 28.00
3/25/97 5,000 26.25
3/25/97 5,000 26.00
3/26/97 5,000 25.50
3/26/97 10,000 25.00
4/2/97 10,000 24.75
4/10/97 5,000 23.25
- --------------------
* Net of brokerage commissions.
Page 23 of 23 Pages
