UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 36)*
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)
April 12, 1999 to December 20, 2000
(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 o.
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
<PAGE>
CUSIP No. 390064 10 3
(1) NAME OF REPORTING PERSON
SS OR IRS IDENTIFICATION NO. OF ABOVE PERSON
Erivan Karl Haub
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
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) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Federal Republic of Germany
NUMBER OF 7 SOLE VOTING POWER
SHARES 88,100
BENEFICIALLY
OWNED BY EACH 8 SHARED VOTING POWER
REPORTING 21,710,000
PERSON WITH 9 SOLE DISPOSITIVE POWER
88,100
10 SHARED DISPOSITIVE POWER
21,710,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,798,100
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |X|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
56.8%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 15 Pages
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SCHEDULE 13D
CUSIP No. 390064 10 3 Page 3 of 15 Pages
1 NAME OF REPORTING PERSON
SS OR IRS IDENTIFICATION NO OF ABOVE PERSON
Tengelmann Warenhandelsgesellschaft
51-0235841
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
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 8 SHARED VOTING POWER
OWNED BY EACH 21,710,000
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
21,710,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,710,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |X|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
56.6%
14 TYPE OF REPORTING PERSON
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 3 of 15 Pages
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This Amendment No. 36 relates to the purchase and sale of shares of
Common Stock (as defined below) by the Reporting Parties since April 12, 1999,
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
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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, China, 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.
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. Karl-Erivan Warder Haub is
Chairman of the Executive Board (Chief Executive Officer) and the fully
authorized representative of Tengelmann. 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.
Georg Rudolf Otto Haub is Consultant for Store Planning and Construction for
Tengelmann. 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
Page 5 of 15 Pages
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07645. Christian Wilhelm Erich Haub became President and Chief Executive Officer
of the Company on 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, Mr. Georg
Rudolf Otto 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 of Tengelmann. By virtue of the articles
of association of Tengelmann, Erivan Karl Haub has the exclusive right to direct
Tengelmann and is solely responsible for its 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
Page 6 of 15 Pages
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state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
Since April 12, 1999, Tengelmann has purchased 680,000 shares of
Common Stock. The funds used by Tengelmann to purchase all such shares consisted
of available cash from its general funds not needed for its present business.
Since April 12, 1999, Erivan Karl Haub has purchased 87,000 shares of Common
Stock. The funds used by Erivan Karl Haub to purchase all such shares consisted
of his personal funds.
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 April 12, 1999, Christian Wilhelm Erich Haub has purchased 400
shares of Common Stock using his personal funds and received grants of 82,500
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,
Page 7 of 15 Pages
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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.
Of the 11 directors of the Company, the following five were suggested
for nomination by Tengelmann:
John D. Barline
Rosemarie Baumeister
Christian W.E. Haub
Helga Haub
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
Page 8 of 15 Pages
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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 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
Page 9 of 15 Pages
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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 December 20, 2000, Erivan Karl Haub was
the beneficial owner (through the direct ownership of Tengelmann) of 21,710,000
shares of Common Stock constituting approximately 56.6% of the outstanding
shares of Common Stock (according to the Company, as of May 18, 2000, there were
outstanding 38,367,216 shares of Common Stock). In addition, as of the close of
business on December 20, 2000, Erivan Karl Haub was the direct beneficial owner
of 88,100 shares of Common Stock constituting approximately .02% of the
outstanding shares of Common Stock. As of the close of business on December 20,
2000, 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
Page 10 of 15 Pages
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of Kaiser's Kaffee Geschaft AG ("Kaiser") 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 a Senior Vice President of Tengelmann, a member of the
Supervisory Boards of Kaiser and Tengelmann Espana, a member 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
Page 11 of 15 Pages
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transactions in the Common Stock except for the transactions listed on Appendix
B hereto.
(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, UBS Warburg LLC has acted and presently acts as broker and
agent for Tengelmann.
Item 7. Material to Be Filed as Exhibits
Not applicable.
Page 12 of 15 Pages
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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/ Erivan Karl Haub by John D. Barline
---------------------------------------------
Erivan Karl Haub, Managing Partner
by
John D. Barline
Attorney-in-Fact
/s/ Erivan Karl Haub by John D. Barline
--------------------------------------------
Erivan Karl Haub
by
John D. Barline
Attorney-in-Fact
December 29, 2000
Page 13 of 15 Pages
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Appendix A
Persons Named
in Item 5(a)
(other than Percentage of
the Reporting Number of Outstanding
Parties)* Shares** Shares ***
------------- ----------- -------------
John D. Barline 5,300 ****
Rosemarie Baumeister 6,500 ****
Christian Wilhelm Erich Haub 378,300 ****
Helga Haub 6,500 ****
R.L. "Sam" Wetzel 4,200 ****
--------------------
* 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 3,100 for John D. Barline, 3,700 for
Rosemarie Baumeister, 377,500 for Christian Wilhelm Erich Haub, 3,700 for Helga
Haub and 3,700 for R.L. "Sam" Wetzel.
*** According to the Company, as of May 18, 2000, there were outstanding
38,367,216 shares of Common Stock.
**** Less than 1%.
Page 14 of 15 Pages
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APPENDIX B
TRANSACTIONS IN COMMON STOCK BY THE REPORTING PARTIES
SINCE OCTOBER 1, 2000
Date of Number of Price
Purchaser Purchase Shares Purchased Per Share
--------- -------- ---------------- ---------
Tengelmann 10/3 150,000 $10.5000
Tengelmann 10/4 10,000 $10.2500
Tengelmann 10/12 20,000 $ 9.0625
Tengelmann 10/13 14,700 $ 8.9558
Tengelmann 10/17 5,300 $ 9.0000
Erivan Karl Haub 10/3 2,000 $10.5000
Erivan Karl Haub 10/12 3,000 $ 9.5000
Erivan Karl Haub 10/18 3,000 $ 9.0000
Erivan Karl Haub 11/14 3,000 $ 8.7500
Erivan Karl Haub 12/6 1,000 $ 7.0000
Page 15 of 15 Pages
