UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.
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(Exact name of registrant as specified in its charter)
Maryland 13-1890974
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
2 Paragon Drive, Montvale, New Jersey 07645
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
9 3/8% Senior Quarterly Interest Bonds
Due 2039 New York Stock Exchange
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If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [ x ]
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [ ]
Securities Act registration statement file number to which this form relates:
333-80347
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Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of class)
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Item 1. Description of Registrant's Securities to Be Registered.
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This registration statement on Form 8-A (this "Registration
Statement") relates to the registration with the Securities and Exchange
Commission (the "Commission") of $200,000,000 9 3/8% Senior Quarterly Interest
Bonds Due 2039 (the "Bonds"). The Bonds are being issued in connection with an
underwritten offering. The description of the Bonds to be registered hereunder
is set forth under the caption "Description of the Bonds" in the Prospectus
Supplement (File No. 333-80347, the "Prospectus Supplement") filed under Rule
424(b)(2) with the Commission on August 6, 1999 under the Securities Act of
1933, as amended, and is incorporated herein by reference.
The registration statement of which the Prospectus Supplement is a
part shall be deemed to be incorporated by reference into this Registration
Statement.
Item 2. Exhibits
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1. The description of the Bonds under the caption "Description of the
Bonds" in the Prospectus Supplement (incorporated by reference to the
Prospectus Supplement).
2. Indenture, dated as of January 1, 1991, between The Great Atlantic &
Pacific Tea Company, Inc. and The Chase Manhattan Bank (formerly known
as Chemical Bank, as successor by merger to Manufacturers Hanover Trust
Company (incorporated by reference to Exhibit 4.1 of the Form 8-K of
The Great Atlantic & Pacific Tea Company, Inc. dated as of January 1,
1991, File No. 1-4141).
3. The form of the Bonds
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.
Date: August 9, 1999 By: /s/ R. Terrence Galvin
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Name: R. Terrence Galvin
Title: Vice President and Treasurer
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EXHIBIT INDEX
Number Description
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1 The description of the Bonds under the caption "Description of the
Bonds" in the Prospectus Supplement (incorporated by reference to the
Prospectus Supplement).
2 Indenture, dated as of January 1, 1991, between The Great Atlantic &
Pacific Tea Company, Inc. and The Chase Manhattan Bank (formerly known
as Chemical Bank, as successor by merger to Manufacturers Hanover
Trust Company (incorporated by reference to Exhibit 4.1 of the Form
8-K of The Great Atlantic & Pacific Tea Company, Inc. dated as of
January 1, 1991, File No. 1-4141).
3 The form of the Bonds.
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Exhibit 3
[Face of Security]
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL
SECURITIES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED
EXCEPT AS A WHOLE (i) BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR (ii)
BY A NOMINEE OF THE DEPOSITORY OR THE DEPOSITORY TO A SUCCESSOR DEPOSITORY OR A
NOMINEE OF SUCH SUCCESSOR DEPOSITORY.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE COMPANY OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT
IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
No. CUSIP: 390064202
THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.
9 3/8% Senior Quarterly Interest Bonds Due 2039
Principal Amount: Interest Rate: Interest Payment Dates:
$ 9.375% February 1, May 1,
August 1 and November 1,
commencing
November 1, 1999
Original Issue Date: Maturity Date: Regular Record Dates:
August 11, 1999 August 1, 2039 Close of business fifteen
days prior to each
Interest Payment Date
Interest Accrual Date: Redeemable: Denominations: $25 and
August 11, 1999 Yes X No multiple integrals of $25
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The Great Atlantic & Pacific Tea Company, Inc., a Maryland corporation
(herein called the "Company," which term includes any successor corporation
under the Indenture hereinafter referred to), for value received, hereby
promises to pay to CEDE & CO., or registered assigns, the principal amount of
DOLLARS on the Maturity Date specified above, and to pay interest thereon at the
Interest Rate specified on the face hereof, as described herein.
Payment of principal, and premium, if any, and interest on this Bond
at the Maturity Date will be made, upon presentation of this Bond, in next day
funds, at the Corporate Trust Office of the Trustee, or its successors, or at
such other office or agency of the Company as may be maintained for that purpose
in the Borough of Manhattan, The City of New York, in such coin or currency of
the United States of America as at the time of payment is legal tender for
payment of public and private debts; provided, however, that at the option of
the Company, payment of principal, and premium, if any, and interest may be made
(subject to collection) by check mailed to the address of the Person entitled
thereto as such address shall appear in the Security Register or may be made, at
the option of the Company or if otherwise required by any Depository, by wire
transfer of immediately available funds.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS BOND SET
FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES
HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE.
Unless the certificate of authentication hereon has been executed by
the Trustee referred to herein by manual signature, this Bond shall not be
entitled to any benefit under the Indenture, or be valid or obligatory for any
purpose.
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IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated: , 1999 THE GREAT ATLANTIC & PACIFIC TEA
COMPANY INC.
By: _______________________________________
Name:
Title:
Attest:
By: _______________________________________
Name:
Title:
[Corporate Seal]
TRUSTEE'S CERTIFICATE OF AUTHENTICATION:
This is one of the Securities of the series designated herein referred to in the
within-mentioned Indenture.
THE CHASE MANHATTAN BANK,
as Trustee
By: _______________________________________
Authorized Officer
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[Reverse of Security]
THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.
9 3/8% Senior Quarterly Interest Bonds Due 2039
This Bond is one of a duly authorized issue of debentures, notes or
other evidences of indebtedness of the Company (herein called the "Securities"),
issued and to be issued in one or more series under an Indenture, dated as of
January 1, 1991 (such Indenture as originally executed and delivered and as
thereafter supplemented or amended being herein called the "Indenture"), between
the company and The Chase Manhattan Bank, as Trustee (herein called the
"Trustee," which term includes any successor trustee under the Indenture), to
which Indenture and all indentures supplemental thereto reference is hereby made
for a statement of the respective rights thereunder of the Company, the Trustee
and the Holders of the Securities and of the terms upon which the Securities
are, and are to be, authenticated and delivered. The Securities may be issued in
one or more series, which different series may be issued in various aggregate
principal amounts, may be denominated in different currencies, may mature at
different times, may bear interest (if any) at different rates, may be subject
to different redemption provisions (if any), may be subject to different sinking
or analogous funds (if any), may be subject to different covenants and Events of
Default and may otherwise vary as provided in the Indenture. This Bond is one of
the series designated on the face hereof (herein called the "Bonds").
This Bond will bear interest from and including the date of issue or
from and including the most recent Interest Payment Date to which interest has
been paid or duly provided for at the fixed rate per annum specified on the face
hereof. Interest will be payable to the Person in whose name this Bond is
registered at the close of business on the record date next preceding each
Interest Payment Date; provided, however, that interest payable at the Maturity
Date will be payable to the Person whom principal shall be payable. The record
dates with respect to this Bond shall be the dates fifteen days prior to each
Interest Payment Date. Interest will be computed on the basis of a 360-day year
of twelve 30-day months.
The Bonds are not subject to repayment at the option of the Holder
prior to the Maturity Date. The Bonds are subject to redemption upon not less
than 30 nor more than 60 days' notice at any time on or after August 11, 2004,
as a whole or from time to time in part, at the election of the Company, at a
redemption price equal to 100% of the principal amount redeemed plus accrued and
unpaid interest to the date of redemption.
If as a result of: (A) any actual or proposed change in or amendment
to the laws (or any regulations or rulings promulgated thereunder) of the United
States, or any change in the application, official interpretation or enforcement
of such laws, regulations or rulings; (B) any action taken by a taxing
authority, which action is generally applied or is taken with respect to the
Company; (C) a decision rendered by a court of competent jurisdiction in the
United States, whether or not such decision was rendered with respect to the
Company; or (D) a technical advice memorandum or letter ruling or other
administrative pronouncement issued by the National Office of the United
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States Internal Revenue Service, on substantially the same facts as those
pertaining to the Company; which change, amendment, action, decision,
memorandum, letter ruling or pronouncement becomes effective or is issued on or
after the issue date of the Bonds, there is a substantial likelihood that the
Company will not be entitled to deduct currently for United States federal
income tax purposes the full amount of interest accrued in respect of the Bonds,
the Company at its option may redeem the Bonds in whole, but not in part, at any
time at a redemption price equal to 100% of the principal amount of the Bonds,
together with interest accrued and unpaid to the date fixed for redemption.
Notice of such redemption of the Bonds will be given to the Holders thereof not
more than 60 nor fewer than 30 days prior to the date fixed for redemption.
In the event of redemption of this Bond in part only, a new Bond or
Bonds of like tenor for the unredeemed portion hereof will be issued in the name
of the Holder hereof upon the cancellation hereof.
The Indenture permits, in accordance with its terms including certain
exceptions as provided therein, the amendment thereof and the modification of
the rights and obligations of the Company and the rights of the Holders of the
Securities of each series under the Indenture at any time by the Company and the
Trustee with the consent of the Holders of a majority in aggregate principal
amount of the Securities at the time Outstanding of each series to be affected
by such amendment or modification. The Indenture also contains provisions
permitting the Holders of a majority in aggregate principal amount of the
Securities of each series at the time Outstanding, on behalf of the Holders of
all Securities of such series, to waive compliance by the Company with certain
provisions of the Indenture and certain past defaults under the Indenture and
their consequences. Any such consent or waiver by the Holder of this Bond shall
be conclusive and binding upon such Holder and upon all future Holders of this
Bond and of any Bond issued upon the registration of transfer hereof or in
exchange herefor or in lieu hereof, whether or not notation of such consent or
waiver is made upon this Bond.
As set forth in, and subject to the provisions of, the Indenture, no
Holder of any Security of a series will have any right to institute any
proceeding with respect to the Indenture or for any remedy thereunder, unless
such Holder shall have previously given to the Trustee written notice of a
continuing Event of Default with respect to such series, the Holders of not less
than 25% in principal amount of the Outstanding Securities of such series shall
have made written request to the Trustee to institute such proceeding in respect
of such Event of Default in its own name as Trustee under the Indenture, and
offered to the Trustee reasonable indemnity against the costs, expenses and
liabilities to be incurred in compliance with such request and the Trustee shall
not have received from the Holders of a majority in principal amount of the
Outstanding Securities of such series a direction inconsistent with such request
and shall have failed to institute such proceeding within 60 days of receipt of
such notice and offer of indemnity; provided, however, that such limitations do
not apply to a suit instituted by the Holder for the enforcement of payment of
the principal of, premium, if any, or interest on any Security on or after the
respective due dates expressed therein.
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If an Event of Default with respect to the Bonds shall occur and be
continuing, the principal amount hereof may be declared due and payable in the
manner and with the effect provided in the Indenture.
No reference herein to the Indenture and no provision of this Bond or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of, premium, if any, and
interest on this Bond at the times, place and rate, and in the coin or currency,
herein prescribed.
As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Bond is registrable in the Security
Register, upon surrender of this Bond for registration of transfer at the office
or agency of the Company in any Place of Payment duly endorsed, or accompanied
by a written instrument of transfer in the form satisfactory to the Company and
the Security Registrar duly executed, by the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Bonds, of authorized
denominations and for the same aggregate principal amount, will be issued to the
designated transferee or transferees.
The Bonds are issuable only in registered form without coupons in
minimum denominations of $25 and integral multiples of $25 in excess thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
this Bond is exchangeable for a like aggregate principal amount of Bonds of
different authorized denominations as requested by the Holder surrendering the
same.
No service charge shall be made for any registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
The Company, the Trustee and any agent of the Company or Trustee may
treat the Person in whose name this Bond is registered as the owner hereof for
the purpose of receiving payment as herein provided and for all other purposes,
whether or not this Bond is overdue, and neither the Company, the Trustee nor
any such agent shall be affected by notice to the contrary.
All terms used in this Bond, and not defined herein, which are defined
in the Indenture shall have the meanings assigned to them in the Indenture.
This Bond shall be governed by, and construed in accordance with, the
laws of the State of New York.
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The following abbreviations, when used in the inscription on the face
of the within Bond, shall be construed as though they were written out in full
according to applicable laws or regulations.
TEN COM - as tenants in common UNIF GIFT MIN ACT -
TEN ENT - as tenants by entireties ____________ Custodian ___________ under
JT TEN - as tenants with right of (Cust) (Minor)
survivorship and not as tenants in Uniform Gifts to Minor Act ____________
common (State)
Additional abbreviations may also be used though not in the above list.
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FORM OF ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto
Please insert Social Security or other
identifying number of assignee
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(Name and Address of Assignee, including
zip code, must be printed or typewritten)
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the within Bond, and all rights thereunder, hereby irrevocably
constituting and appointing
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Register of the Company, with full power of substitution in the premises.
Dated:
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NOTICE: The signature to this assignment must correspond with the name
as it appears upon the face of the within Bond in every particular, without
alteration or enlargement or any change whatever.
