UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 35)*
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)
May 10 1997 to April 12, 1999
------------------------------
(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 that is the subject of this Schedule 13D, and is
filing this schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box [ ].
NOTE: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See ss. 240.13d-7(b)
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).
Page 1 of 15 Pages
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<PAGE>
Schedule 13D
CUSIP No. 390064 10 3 Page 2 of 15 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. 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) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
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4 SOURCE OF FUNDS*
AF and PF
- --------------------------------------------------------------------------------
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 1,100
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 21,030,000
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 1,100
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
21,030,000
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,031,100
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ X ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
54.9%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Schedule 13D
CUSIP No. 390064 10 3 Page 3 of 15 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. 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
- --------------------------------------------------------------------------------
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) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Federal Republic of Germany
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 21,030,000
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
21,030,000
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,030,000
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ X ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
54.9%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
This Amendment No. 35 relates to the purchase and sale of shares
of Common Stock (as defined below) by the Reporting Parties since May 10,
1997, 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 Warenhandelsgesellschaft, a partnership organized
under the laws of the 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
Page 4 of 15 Pages
<PAGE>
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.
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
Page 5 of 15 Pages
<PAGE>
elected a director of the Company on December 3, 1991, and was elected to
his current position, President and Chief Executive Officer, effective May
1, 1998.
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 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 Warenhandelsgesellschaft 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.
Page 6 of 15 Pages
<PAGE>
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.
(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 280,000 shares of Common Stock purchased by Tengelmann since May 10,
1997, was $7,606,137.50. The funds used by Tengelmann to purchase all such
shares consisted of available cash from its general funds not needed for
its present business. The aggregate purchase price (net of brokerage
commissions) for the 1,000 shares of Common Stock purchased by Erivan Karl
Haub since May 10, 1997, was $29,875. The funds used by Erivan Karl Haub to
purchase all such shares consisted of his personal funds.
Page 7 of 15 Pages
<PAGE>
The shares of Common Stock referred to in Item 5(a) hereof as
being beneficially owned by the Reporting Parties, other than the shares
referred to in the previous paragraph, were acquired by the Reporting
Parties 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 May 10, 1997, Christian Wilhelm Erich Haub purchased 200
shares of Common Stock for an aggregate purchase price (net of brokerage
commissions) of $5,900.00 using his personal funds and received grants of
125,000 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 and 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 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.
Page 8 of 15 Pages
<PAGE>
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 other manner in order to further increase their
interest in the Company. Furthermore, the Reporting Parties reserve the
right to reduce their interest in the Company from time to time 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
Page 9 of 15 Pages
<PAGE>
described in the immediately preceding paragraph 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
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 Section
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.
Page 10 of 15 Pages
<PAGE>
Item 5. Interest in Securities of the Issuer
(a)-(b)
As of the close of business on April 12, 1999, Erivan Karl Haub
was the beneficial owner (through the direct ownership of Tengelmann) of
21,030,000 shares of Common Stock constituting approximately 54.9% of the
outstanding shares of Common Stock (according to the Company, as of
February 26, 1999, there were outstanding 38,286,716 shares of Common
Stock). In addition, as of the close of business on April 12, 1999, Erivan
Karl Haub was the direct beneficial owner of 1,100 shares of Common Stock
constituting less than .01% of the outstanding shares of Common Stock. As
of the close of business on April 12, 1999, 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
Page 11 of 15 Pages
<PAGE>
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.
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, neither of the Reporting Parties nor,
to the best knowledge of the Reporting Parties, any other person named in
Item 2 hereof, has effected any transactions in the Common Stock except for
the receipt on February 26, 1999, by Christian Wilhelm Erich Haub of 75,000
options to purchase Common Stock in connection with his employment with the
Company.
Page 12 of 15 Pages
<PAGE>
(d)-(e)
Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the
Issuer
In connection with Tengelmann's reservation of the right to
acquire or sell shares of Common Stock from time to time in the open market
and by private purchase or sale, Dillon, Read & Co. Inc. ("Dillon Read")
has acted and presently acts as broker and agent for Tengelmann.
Item 7. Material to Be Filed as Exhibits
Not applicable.
Page 13 of 15 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
April 13, 1999
Page 14 of 15 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 4,600 ****
Rosemarie Baumeister 5,800 ****
Christian Wilhelm Erich Haub 265,400 ****
Helga Haub 5,800 ****
Fritz Teelen 6,300 ****
R.L. "Sam" Wetzel 3,500 ****
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* 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 2,400 for John D. Barline,
3,000 for Rosemarie Baumeister, 265,000 for Christian Wilhelm Erich Haub,
3,000 for Helga Haub, 3,000 for Fritz Teelen and 3,000 for R.L. "Sam"
Wetzel.
*** According to the Company, as of February 26, 1999, there were
outstanding 38,286,716 shares of Common Stock.
**** Less than 1%.
Page 15 of 15 Pages
