Item 8.01. Other Events.
As
previously disclosed, on March 4, 2007, Pathmark Stores, Inc., a Delaware
corporation (“Pathmark”), entered into a definitive Agreement and Plan
of Merger, as amended (the “Merger Agreement”), with The Great
Atlantic & Pacific Tea Company, Inc. (“A&P”) and Sand Merger
Corp., a wholly owned subsidiary of A&P (“Merger Sub”), pursuant
to which A&P will acquire Pathmark through the merger of Merger Sub with and
into Pathmark (the “Merger”).
On
November 5, 2007, A&P issued a press release captioned “A&P
Announces Merger Financing Update; Closing Expected in December,” updating
the status of the Merger and announcing A&P’s entrance into certain
transactions related to the financing of the Merger. A&P and Pathmark have also
executed a consent and waiver under the Merger Agreement relating to the matters
discussed in the press release.
The
press release and certain agreements related to the transactions announced
therein are incorporated by reference herein and attached hereto.
Forward-Looking Statements
Except
for historical information contained herein, the matters discussed in this
report are “forward-looking statements” within the meaning of the
Private Securities Litigation Reform Act of 1995. Such statements relate to,
among other things, operating costs, stock-based compensation expense, earnings
estimates, Adjusted EBITDA, sales, same-store sales and capital expenditures and
are indicated by words or phrases such as “anticipates,”
“believe,” “expects,” “forecasts,”
“guidance,” “intends,” “may,” “ongoing,”
“plans,” “projects,” “will” and similar words and
phrases. By their nature, such forward-looking statements are subject to risks,
uncertainties and other factors, which are, in many instances, beyond our
control, that could cause actual results to differ materially from future
results expressed or implied by such forward-looking statements. These
statements are based on management’s assumptions and beliefs in the light
of information currently available to it and assume no significant changes in
general economic trends, consumer confidence or other risk factors that may
affect the forward-looking statements. Pathmark expressly disclaims any current
intention to update the information contained herein. Factors that may affect
results include changes in business and economic conditions generally and in
Pathmark’s operating areas, the competitive environment in which Pathmark
operates, results of our merchandising, operating and cost reduction
initiatives, medical and pension costs and other risks detailed from time to
time in Pathmark’s reports and filings available from the Securities and
Exchange Commission (the “SEC”). You should not place undue reliance
on forward-looking statements, which speak only as of the date they are
made.
Additional Information and Where to Find It
In connection with the Merger, Pathmark and A&P have filed with the SEC relevant materials, including a Definitive Joint Proxy Statement/Prospectus, as filed with the SEC on October 9, 2007. INVESTORS ARE URGED TO READ THESE MATERIALS BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT PATHMARK, A&P AND THE MERGER. The Definitive Joint Proxy Statement/Prospectus, and any other documents filed by Pathmark or A&P with the SEC, may be obtained free of charge at the SEC’s web site at www.sec.gov. In addition, investors may obtain free copies of the documents filed with the SEC by (i) contacting Pathmark’s Investor Relations at (732) 499-3000, at 200 Milik Street, Carteret, NJ 07008, or by accessing Pathmark’s Investor Relations website; or (ii) contacting A&P’s Investor Relations at (201) 571-4537, at Box 418, 2 Paragon Drive, Montvale, NJ 07645, or by accessing A&P’s
Investor Relations website. Investors are urged to read the Definitive Joint Proxy Statement/Prospectus and other related materials before making any voting or investment decisions with respect to the Merger.
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