As filed with the Securities and Exchange Commission on May 19, 1999
Registration No. 333-_______
===============================================================================
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 of (I.R.S. Employer Identification Number)
incorporation or organization)
2 Paragon Drive, Montvale, New Jersey 07645
(Address of principal executive offices) (Zip Code)
1998 LONG TERM INCENTIVE AND
SHARE AWARD PLAN
(Full title of the plan)
-------------------
ROBERT G. ULRICH, ESQ.
Senior Vice President, General Counsel and Corporate Secretary
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)
With copies to:
Kenneth W. Orce, Esq.
Cahill Gordon & Reindel
80 Pine Street
New York, New York 10005
-------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
Title of Securities to Amount to be Proposed Maximum Proposed Maximum Amount of
be Registered Registered (1) Offering Price Per Aggregate Offering Price Registration Fee
Share (2) (2)
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$1 per share 5,000,000 $31.78125 $158,906,250.00 $44,175.94
===========================================================================================================================
</TABLE>
(1) Plus such indeterminate number of shares pursuant to Rule 416 as may be
issued in respect of stock splits, stock dividends and similar
transactions.
(2) Estimated solely for the purposes of computing the amount of the
registration fee under Rules 457(c) and (h) of the Securities Act of 1933,
as amended. Estimate is based on the average of the high and low prices of
the Registrant's Common Stock reported on the New York Stock Exchange
Composite Tape on May 14, 1999.
================================================================================
<PAGE>
2
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 Registrant's Annual Report on Form 10-K for the year ended
February 27, 1999 and
(b) the description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form S-8 dated July 27, 1984,
including any further amendment or report filed for the purpose of updating
such description.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), prior to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all securities and
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing of such
documents.
ITEM 4. DESCRIPTION OF SECURITIES.
The class of securities offered is registered under Section 12 of the
Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
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 Registrant's Charter provides that the Registrant shall
indemnify directors of the Registrant to the maximum extent now or hereafter
permitted by law, and officers, employees and agents of the Registrant 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 Registrant to the maximum extent now or hereafter permitted by law.
The Registrant maintains directors' and officers' liability insurance
covering all directors and officers of the Registrant against claims arising out
of the performance of their duties.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following exhibits are filed as a part of this Registration Statement:
<PAGE>
3
4.1 Articles of Incorporation (incorporated by reference to Exhibit 3(a) to
Form 10-K for the year ended February 27, 1988).
4.2 By-Laws as amended March 1989 (incorporated by reference to Exhibit 3(b) to
Form 10-K for the year ended February 25, 1989).
5 Opinion of Cahill Gordon & Reindel regarding legality of securities being
registered.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Cahill Gordon & Reindel - contained in the opinion filed as
Exhibit 5.
24 Powers of Attorney from Directors.
ITEM 9. UNDERTAKINGS.
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. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the effective
registration statement; (iii) to include any material information with respect
to the plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the Registration
Statement; provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
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 or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such 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-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the Registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act and each filing of the Plan's annual
report pursuant to Section 15(d) of the Exchange Act 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.
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 Commission such indemnification is
against public policy as
<PAGE>
4
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 controlling 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.
<PAGE>
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
authorized in the City of Montvale, State of New Jersey, on May 19, 1999.
THE GREAT ATLANTIC & PACIFIC
TEA COMPANY, INC.
By: /s/ FRED CORRADO
-----------------------------------
Fred Corrado, Vice Chairman of
the Board and Chief Financial
Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
* Chairman of the Board and Director May 19, 1999
- ---------------------------------
James Wood
* President, Chief Executive Officer and May 19, 1999
- --------------------------------- Director (Principal Executive Officer)
Christian W. E. Haub
/s/ FRED CORRADO Vice Chairman of the Board, Chief Financial May 19, 1999
- --------------------------------- Officer and Director
Fred Corrado
* Director May 19, 1999
- ---------------------------------
John D. Barline
* Director May 19, 1999
- ---------------------------------
Rosemarie Baumeister
* Director May 19, 1999
- ---------------------------------
Christopher F. Edley
* Director May 19, 1999
- ---------------------------------
Helga Haub
* Director May 19, 1999
- ---------------------------------
Barbara Barnes Hauptfuhrer
<PAGE>
S-2
* Director May 19, 1999
- ---------------------------------
William A. Liffers
* Director May 19, 1999
- ---------------------------------
Fritz Teelen
* Director May 19, 1999
- ---------------------------------
R.L. "Sam" Wetzel
/s/ MICHAEL J. LARKIN Senior Executive Vice President and Chief May 19, 1999
- --------------------------------- Operating Officer (Principal Operating Officer)
Michael J. Larkin
/s/ KENNETH A. UHL Vice President-Controller (Principal May 19, 1999
- --------------------------------- Accounting Officer)
Kenneth A. Uhl
</TABLE>
- -----------------------
* The undersigned, by signing his name hereto, does hereby sign this
Registration Statement on behalf of each of the above-indicated directors
and/or officers of the Registrant pursuant to powers of attorney, executed
on behalf of each such director.
By: /s/ ROBERT G. ULRICH
------------------------------
Robert G. Ulrich
Attorney-in-fact
<PAGE>
INDEX TO EXHIBITS
Exhibit
4.1 Articles of Incorporation (incorporated by reference to Exhibit 3(a) to
Form 10-K for the year ended February 27, 1988).
4.2 By-Laws as amended March 1989 (incorporated by reference to Exhibit 3(b) to
Form 10-K for the year ended February 25, 1989).
5 Opinion of Cahill Gordon & Reindel regarding legality of securities being
registered.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Cahill Gordon & Reindel - contained in the opinion filed as
Exhibit 5.
24 Powers of Attorney from Directors.
Exhibit 5
[Letterhead of Cahill Gordon & Reindel]
May 19, 1999
(212) 701-3000
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 connection with the filing of a
Registration Statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended, relating to up to 5,000,000 shares of the
Company's Common Stock, $1.00 par value (the "Common Stock") which may be issued
pursuant to the Company's 1998 Long Term Incentive and Share Award Plan (the
"Plan").
We advise you that in our opinion the shares of Common Stock covered by the
Registration Statement, when issued in accordance with the Plan, will be legally
issued, fully paid and nonassessable and no personal liability will attach to
the ownership thereof.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to said aforesaid Registration Statement.
Very truly yours,
/s/ CAHILL GORDON & REINDEL
Exhibit 23.1
[Letterhead of Deloitte & Touche LLP]
INDEPENDENT AUDITORS' CONSENT
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 report dated
April 29, 1999, incorporated by reference in the Annual Report on Form 10-K of
The Great Atlantic & Pacific Tea Company, Inc. for the year ended February 27,
1999.
/s/ DELOITTE & TOUCHE LLP
Parsippany, New Jersey
May 18, 1999
Exhibit 24
The Great Atlantic & Pacific Tea Company, Inc.
Two Paragon Drive
Montvale, NJ 07645
Power of Attorney
The undersigned hereby appoints Chrisitan Haub, Fred Corrado and Robert G.
Ulrich, and each of them individually, the true and lawful attorney or attorneys
of the undersigned with full power of substitution and resubstitution, to
execute in his or her name, place or stead in his or her capacity as an officer
or director or both of The Great Atlantic & Pacific Tea Company, Inc., a
Maryland corporation (the "Company"), a Registration Statement under the
Securities Act of 1933, on Form S-8 covering shares of the Company's common
stock (par value $1 per share), any amendments to such Registration Statement
(including post-effective amendments) and any amendments (including
post-effective amendments) to the Company's Form S-8 Registration Statement
relating to the Company's 1998 Long Term Incentive and Share Award Plan, and all
instruments necessary or incidental in connection therewith, and to file or
cause to be filed such Registration Statement and amendments, and other
instruments with the Securities and Exchange Commission. Each of said attorneys
shall have full power and authority to do and perform, in the name and on behalf
of the undersigned, every act whatsoever necessary or desirable to be done in
the premises, as fully to all intents and purposes as the undersigned could do
in person. The undersigned hereby ratifies and approves the actions of said
attorneys and each of them.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney on
this 26th day of March, 1999.
/s/ JAMES WOOD
---------------------------
<PAGE>
The Great Atlantic & Pacific Tea Company, Inc.
Two Paragon Drive
Montvale, NJ 07645
Power of Attorney
The undersigned hereby appoints Chrisitan Haub, Fred Corrado and Robert G.
Ulrich, and each of them individually, the true and lawful attorney or attorneys
of the undersigned with full power of substitution and resubstitution, to
execute in his or her name, place or stead in his or her capacity as an officer
or director or both of The Great Atlantic & Pacific Tea Company, Inc., a
Maryland corporation (the "Company"), a Registration Statement under the
Securities Act of 1933, on Form S-8 covering shares of the Company's common
stock (par value $1 per share), any amendments to such Registration Statement
(including post-effective amendments) and any amendments (including
post-effective amendments) to the Company's Form S-8 Registration Statement
relating to the Company's 1998 Long Term Incentive and Share Award Plan, and all
instruments necessary or incidental in connection therewith, and to file or
cause to be filed such Registration Statement and amendments, and other
instruments with the Securities and Exchange Commission. Each of said attorneys
shall have full power and authority to do and perform, in the name and on behalf
of the undersigned, every act whatsoever necessary or desirable to be done in
the premises, as fully to all intents and purposes as the undersigned could do
in person. The undersigned hereby ratifies and approves the actions of said
attorneys and each of them.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney on
this 26th day of March, 1999.
/s/ CHRISTIAN W.E. HAUB
-----------------------------
<PAGE>
The Great Atlantic & Pacific Tea Company, Inc.
Two Paragon Drive
Montvale, NJ 07645
Power of Attorney
The undersigned hereby appoints Chrisitan Haub, Fred Corrado and Robert G.
Ulrich, and each of them individually, the true and lawful attorney or attorneys
of the undersigned with full power of substitution and resubstitution, to
execute in his or her name, place or stead in his or her capacity as an officer
or director or both of The Great Atlantic & Pacific Tea Company, Inc., a
Maryland corporation (the "Company"), a Registration Statement under the
Securities Act of 1933, on Form S-8 covering shares of the Company's common
stock (par value $1 per share), any amendments to such Registration Statement
(including post-effective amendments) and any amendments (including
post-effective amendments) to the Company's Form S-8 Registration Statement
relating to the Company's 1998 Long Term Incentive and Share Award Plan, and all
instruments necessary or incidental in connection therewith, and to file or
cause to be filed such Registration Statement and amendments, and other
instruments with the Securities and Exchange Commission. Each of said attorneys
shall have full power and authority to do and perform, in the name and on behalf
of the undersigned, every act whatsoever necessary or desirable to be done in
the premises, as fully to all intents and purposes as the undersigned could do
in person. The undersigned hereby ratifies and approves the actions of said
attorneys and each of them.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney on
this 26th day of March, 1999.
/s/ JOHN D. BARLINE
--------------------------
<PAGE>
The Great Atlantic & Pacific Tea Company, Inc.
Two Paragon Drive
Montvale, NJ 07645
Power of Attorney
The undersigned hereby appoints Chrisitan Haub, Fred Corrado and Robert G.
Ulrich, and each of them individually, the true and lawful attorney or attorneys
of the undersigned with full power of substitution and resubstitution, to
execute in his or her name, place or stead in his or her capacity as an officer
or director or both of The Great Atlantic & Pacific Tea Company, Inc., a
Maryland corporation (the "Company"), a Registration Statement under the
Securities Act of 1933, on Form S-8 covering shares of the Company's common
stock (par value $1 per share), any amendments to such Registration Statement
(including post-effective amendments) and any amendments (including
post-effective amendments) to the Company's Form S-8 Registration Statement
relating to the Company's 1998 Long Term Incentive and Share Award Plan, and all
instruments necessary or incidental in connection therewith, and to file or
cause to be filed such Registration Statement and amendments, and other
instruments with the Securities and Exchange Commission. Each of said attorneys
shall have full power and authority to do and perform, in the name and on behalf
of the undersigned, every act whatsoever necessary or desirable to be done in
the premises, as fully to all intents and purposes as the undersigned could do
in person. The undersigned hereby ratifies and approves the actions of said
attorneys and each of them.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney on
this 26th day of March, 1999.
/s/ ROSEMARIE BAUMEISTER
----------------------------
<PAGE>
The Great Atlantic & Pacific Tea Company, Inc.
Two Paragon Drive
Montvale, NJ 07645
Power of Attorney
The undersigned hereby appoints Chrisitan Haub, Fred Corrado and Robert G.
Ulrich, and each of them individually, the true and lawful attorney or attorneys
of the undersigned with full power of substitution and resubstitution, to
execute in his or her name, place or stead in his or her capacity as an officer
or director or both of The Great Atlantic & Pacific Tea Company, Inc., a
Maryland corporation (the "Company"), a Registration Statement under the
Securities Act of 1933, on Form S-8 covering shares of the Company's common
stock (par value $1 per share), any amendments to such Registration Statement
(including post-effective amendments) and any amendments (including
post-effective amendments) to the Company's Form S-8 Registration Statement
relating to the Company's 1998 Long Term Incentive and Share Award Plan, and all
instruments necessary or incidental in connection therewith, and to file or
cause to be filed such Registration Statement and amendments, and other
instruments with the Securities and Exchange Commission. Each of said attorneys
shall have full power and authority to do and perform, in the name and on behalf
of the undersigned, every act whatsoever necessary or desirable to be done in
the premises, as fully to all intents and purposes as the undersigned could do
in person. The undersigned hereby ratifies and approves the actions of said
attorneys and each of them.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney on
this 26th day of March, 1999.
/s/ CHRISTOPHER F. EDLEY
--------------------------
<PAGE>
The Great Atlantic & Pacific Tea Company, Inc.
Two Paragon Drive
Montvale, NJ 07645
Power of Attorney
The undersigned hereby appoints Chrisitan Haub, Fred Corrado and Robert G.
Ulrich, and each of them individually, the true and lawful attorney or attorneys
of the undersigned with full power of substitution and resubstitution, to
execute in his or her name, place or stead in his or her capacity as an officer
or director or both of The Great Atlantic & Pacific Tea Company, Inc., a
Maryland corporation (the "Company"), a Registration Statement under the
Securities Act of 1933, on Form S-8 covering shares of the Company's common
stock (par value $1 per share), any amendments to such Registration Statement
(including post-effective amendments) and any amendments (including
post-effective amendments) to the Company's Form S-8 Registration Statement
relating to the Company's 1998 Long Term Incentive and Share Award Plan, and all
instruments necessary or incidental in connection therewith, and to file or
cause to be filed such Registration Statement and amendments, and other
instruments with the Securities and Exchange Commission. Each of said attorneys
shall have full power and authority to do and perform, in the name and on behalf
of the undersigned, every act whatsoever necessary or desirable to be done in
the premises, as fully to all intents and purposes as the undersigned could do
in person. The undersigned hereby ratifies and approves the actions of said
attorneys and each of them.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney on
this 26th day of March, 1999.
/s/ HELGA HAUB
-----------------------
<PAGE>
The Great Atlantic & Pacific Tea Company, Inc.
Two Paragon Drive
Montvale, NJ 07645
Power of Attorney
The undersigned hereby appoints Chrisitan Haub, Fred Corrado and Robert G.
Ulrich, and each of them individually, the true and lawful attorney or attorneys
of the undersigned with full power of substitution and resubstitution, to
execute in his or her name, place or stead in his or her capacity as an officer
or director or both of The Great Atlantic & Pacific Tea Company, Inc., a
Maryland corporation (the "Company"), a Registration Statement under the
Securities Act of 1933, on Form S-8 covering shares of the Company's common
stock (par value $1 per share), any amendments to such Registration Statement
(including post-effective amendments) and any amendments (including
post-effective amendments) to the Company's Form S-8 Registration Statement
relating to the Company's 1998 Long Term Incentive and Share Award Plan, and all
instruments necessary or incidental in connection therewith, and to file or
cause to be filed such Registration Statement and amendments, and other
instruments with the Securities and Exchange Commission. Each of said attorneys
shall have full power and authority to do and perform, in the name and on behalf
of the undersigned, every act whatsoever necessary or desirable to be done in
the premises, as fully to all intents and purposes as the undersigned could do
in person. The undersigned hereby ratifies and approves the actions of said
attorneys and each of them.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney on
this 26th day of March, 1999.
/s/ BARBARA BARNES HAUPTFUHRER
-------------------------------
<PAGE>
The Great Atlantic & Pacific Tea Company, Inc.
Two Paragon Drive
Montvale, NJ 07645
Power of Attorney
The undersigned hereby appoints Chrisitan Haub, Fred Corrado and Robert G.
Ulrich, and each of them individually, the true and lawful attorney or attorneys
of the undersigned with full power of substitution and resubstitution, to
execute in his or her name, place or stead in his or her capacity as an officer
or director or both of The Great Atlantic & Pacific Tea Company, Inc., a
Maryland corporation (the "Company"), a Registration Statement under the
Securities Act of 1933, on Form S-8 covering shares of the Company's common
stock (par value $1 per share), any amendments to such Registration Statement
(including post-effective amendments) and any amendments (including
post-effective amendments) to the Company's Form S-8 Registration Statement
relating to the Company's 1998 Long Term Incentive and Share Award Plan, and all
instruments necessary or incidental in connection therewith, and to file or
cause to be filed such Registration Statement and amendments, and other
instruments with the Securities and Exchange Commission. Each of said attorneys
shall have full power and authority to do and perform, in the name and on behalf
of the undersigned, every act whatsoever necessary or desirable to be done in
the premises, as fully to all intents and purposes as the undersigned could do
in person. The undersigned hereby ratifies and approves the actions of said
attorneys and each of them.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney on
this 26th day of March, 1999.
/s/ WILLIAM A. LIFFERS
-----------------------------
<PAGE>
The Great Atlantic & Pacific Tea Company, Inc.
Two Paragon Drive
Montvale, NJ 07645
Power of Attorney
The undersigned hereby appoints Chrisitan Haub, Fred Corrado and Robert G.
Ulrich, and each of them individually, the true and lawful attorney or attorneys
of the undersigned with full power of substitution and resubstitution, to
execute in his or her name, place or stead in his or her capacity as an officer
or director or both of The Great Atlantic & Pacific Tea Company, Inc., a
Maryland corporation (the "Company"), a Registration Statement under the
Securities Act of 1933, on Form S-8 covering shares of the Company's common
stock (par value $1 per share), any amendments to such Registration Statement
(including post-effective amendments) and any amendments (including
post-effective amendments) to the Company's Form S-8 Registration Statement
relating to the Company's 1998 Long Term Incentive and Share Award Plan, and all
instruments necessary or incidental in connection therewith, and to file or
cause to be filed such Registration Statement and amendments, and other
instruments with the Securities and Exchange Commission. Each of said attorneys
shall have full power and authority to do and perform, in the name and on behalf
of the undersigned, every act whatsoever necessary or desirable to be done in
the premises, as fully to all intents and purposes as the undersigned could do
in person. The undersigned hereby ratifies and approves the actions of said
attorneys and each of them.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney on
this 26th day of March, 1999.
/s/ FRITZ TEELEN
-------------------------
<PAGE>
The Great Atlantic & Pacific Tea Company, Inc.
Two Paragon Drive
Montvale, NJ 07645
Power of Attorney
The undersigned hereby appoints Chrisitan Haub, Fred Corrado and Robert G.
Ulrich, and each of them individually, the true and lawful attorney or attorneys
of the undersigned with full power of substitution and resubstitution, to
execute in his or her name, place or stead in his or her capacity as an officer
or director or both of The Great Atlantic & Pacific Tea Company, Inc., a
Maryland corporation (the "Company"), a Registration Statement under the
Securities Act of 1933, on Form S-8 covering shares of the Company's common
stock (par value $1 per share), any amendments to such Registration Statement
(including post-effective amendments) and any amendments (including
post-effective amendments) to the Company's Form S-8 Registration Statement
relating to the Company's 1998 Long Term Incentive and Share Award Plan, and all
instruments necessary or incidental in connection therewith, and to file or
cause to be filed such Registration Statement and amendments, and other
instruments with the Securities and Exchange Commission. Each of said attorneys
shall have full power and authority to do and perform, in the name and on behalf
of the undersigned, every act whatsoever necessary or desirable to be done in
the premises, as fully to all intents and purposes as the undersigned could do
in person. The undersigned hereby ratifies and approves the actions of said
attorneys and each of them.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney on
this 26th day of March, 1999.
/s/ R.L. "SAM" WETZEL
----------------------------
