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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 
 Form 10-K/A
 (Amendment No. 1)
 
 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 For the fiscal year ended February 28, 2009
 Commission file number 001-04141
 
 THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.
 (Exact name of registrant as specified in its charter)
 
 Maryland
    
    13-1890974(State of or other jurisdiction of incorporation or organization)
    
    (I.R.S. Employer Identification No.)
 2 Paragon Drive
Montvale, New Jersey 07645
(201) 573-9700
(Address and telephone number, including area code, of registrants principal executive offices)
 
 Securities Registered Pursuant to Section 12(b) of the Act:
 Title of each class
    
    Name of exchange on which registeredCommon Stock  $1.00 par value
    
    New York Stock Exchange9.375% Notes, due August 1, 2039
    
    New York Stock Exchange
 Securities Registered Pursuant to Section 12(g) of the Act:
None
 
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  Large accelerated filer oAccelerated filer þNon-accelerated filer o(Do not check if a smaller reporting company)Smaller reporting company o o þ
   DOCUMENTS INCORPORATED BY REFERENCE:




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TABLE OF CONTENTS  PART IVITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULESSIGNATURESEX-3.2EX-10.13EX-10.36EX-31.1EX-31.2EX-32.1    Table of Contents  EXPLANATORY NOTE
   
 PART IV
 
 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
   2.1
    
    Stock Purchase Agreement, dated as of July 19, 2005, by and among the Company, A&P
Luxembourg S.a.r.l., Metro Inc. and 4296711 Canada Inc. (incorporated herein by reference to
Exhibit 2.1 of the Companys Current Report on Form 8-K (File No.: 001-04141) filed on July
22, 2005)3.1
    
    Articles of Amendment and Restatement of the Articles of Incorporation of The Great Atlantic
& Pacific Tea Company, Inc. (incorporated herein by reference to Exhibit 3.1 of the
Companys Current Report on Form 8-K (File No.: 001-04141) filed on July 1, 2008)3.2*
    
    By-Laws of The Great Atlantic & Pacific Tea Company, Inc., as amended and restated January
17, 20084.1
    
    Indenture, dated as of January 1, 1991, between The Great Atlantic & Pacific Tea Company,
Inc. and JPMorgan Chase Bank (formerly The Chase Manhattan Bank as successor by merger to
Manufacturers Hanover Trust Company), as trustee (the Indenture) (incorporated herein by
reference to Exhibit 4.1 of the Companys Current Report on Form 8-K (File No.: 001-04141)
filed on January 1, 1991)4.2
    
    Second Supplemental Indenture, dated as of December 20, 2001, to the Indenture between The
Great Atlantic & Pacific Tea Company, Inc. and JPMorgan Chase Bank, relating to the 9 1/8%
Senior Notes due 2011 (incorporated herein by reference to Exhibit 4.1 of the Companys
Current Report on Form 8-K (File No.: 001-04141) filed on December 20, 2001)4.3
    
    Successor Bond Trustee, dated May 7, 2003 (incorporated herein by reference to Exhibit 4.4
of the Companys Annual Report on Form 10-K (File No.: 001-04141) filed on May 9, 2003)4.4
    
    Third Supplemental Indenture, dated as of August 23, 2005, to the Indenture between The
Great Atlantic & Pacific Tea Company, Inc. and Wilmington Trust Company (as successor to JPMorgan Chase Bank) (incorporated herein by reference to Exhibit 4.1 of the Companys
Current Report on Form 8-K (File No.: 001-04141) filed on August 23, 2005)4.5
    
    Fourth Supplemental Indenture, dated as of August 23, 2005, to the Indenture between The
Great Atlantic & Pacific Tea Company, Inc. and Wilmington Trust Company (as successor to




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JPMorgan Chase Bank) (incorporated herein by reference to Exhibit 4.2 of the Companys
Current Report on Form 8-K (File No.: 001-04141) filed on August 23, 2005)4.6
    
    Indenture, dated as of December 18, 2007, between The Great Atlantic & Pacific Tea Company,
Inc. and Wilmington Trust Company, as Trustee (incorporated herein by reference to Exhibit
4.1 of the Companys Current Report on Form 8-K (File No.: 001-04141) filed on December 21,
2007)4.7
    
    First Supplemental Indenture, dated as of December 18, 2007, between The Great Atlantic &
Pacific Tea Company, Inc. and Wilmington Trust Company, as Trustee, relating to the 5.125%
Senior Convertible Notes due 2011 (incorporated herein by reference to Exhibit 4.2 of the
Companys Current Report on Form 8-K (File No.: 001-04141) filed on December 21, 2007)4.8
    
    Second Supplemental Indenture, dated as of December 18, 2007, between The Great Atlantic &
Pacific Tea Company, Inc. and Wilmington Trust Company, as Trustee, relating to the 6.75%
Senior Convertible Notes due 2011 (incorporated herein by reference to Exhibit 4.4 of the
Companys Current Report on Form 8-K (File No.: 001-04141) filed on December 21, 2007)4.9
    
    Form of Global 5.125% Senior Convertible Note due 2011 (incorporated herein by reference to
Exhibit 4.3 of the Companys Current Report on Form 8-K (File No.: 001-04141) filed on
December 21, 2007)4.10
    
    Form of Global 6.75% Senior Convertible Note due 2012 (incorporated herein by reference to
Exhibit 4.5 of the Companys Current Report on Form 8-K (File No.: 001-04141) filed on
December 21, 2007)10.1
    
    Executive Employment Agreement, made and entered into as of the 15th day of
August, 2005, by and between the Company and Eric Claus (incorporated herein by reference to
Exhibit 10.1 of the Companys Current Report on Form 8-K (File No.: 001-04141) filed on
September 9, 2005) and a technical amendment (incorporated herein by reference to Exhibit
10.1 of the Companys Annual Report on Form 10-K (File No.: 001-04141) filed on May 9, 2006)10.2
    
    Employment Agreement, made and entered into as of the 16th day of June, 2003, by
and between the Company and Brenda Galgano (incorporated herein by reference to Exhibit 10.9
of the Companys Quarterly Report on Form 10-Q (File No.: 001-04141) filed on October 17,
2003)10.3
    
    Employment Agreement, made and entered into as of the 14th day of May, 2001, by
and between the Company and John E. Metzger, as amended February 14, 2002 (incorporated
herein by reference to Exhibit 10.13 of the Companys
Annual Report on Form 10-K (File No.: 001-04141) filed on July 5, 2002)10.4
    
    Amendment to Employment Agreement dated September 13, 2004, by and between the Company and
John E. Metzger (incorporated herein by reference to Exhibit 10.11 of the Companys Annual
Report on Form 10-K (File No.: 001-04141) filed on May 10, 2005)10.5
    
    Employment Agreement, made and entered into as of the 25th day of January, 2006,
by and between the Company and Jennifer MacLeod (incorporated herein by reference to Exhibit
10.13 of the Companys Annual Report on Form 10-K (File No.: 001-04141) filed on May 9,
2006)10.6
    
    Employment Agreement, made and entered into as of the 1st day of March, 2005, by
and between the Company and William J. Moss (incorporated herein by reference to Exhibit
10.13 of the Companys Annual Report on Form 10-K (File No.: 001-04141) filed on May 10,
2005)10.7
    
    Employment Agreement, made and entered into as of the 11th day of December, 2006,
by and between the Company and Rebecca Philbert (incorporated herein by reference to Exhibit
10.15 of the Companys Annual Report on Form 10-K (File No.: 001-04141) filed on April 25,
2007)10.8
    
    Offer letter, made as of the 21st day of November, 2006 and entered into as of
the 11th day of December, 2006, by and between the Company and Rebecca Philbert,
(incorporated herein by reference to Exhibit 10.8 of the Companys Annual Report on Form
10-K (File No.: 001-04141) filed on May 8, 2008)10.9
    
    Employment Agreement, made and entered into as of the 4th day of January, 2006,
by and between the Company and Melissa E. Sungela (incorporated herein by reference to
Exhibit 10.17 of the Companys Quarterly Report on Form 10-Q (File No.: 001-04141) filed on




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January 6, 2006)10.10
    
    Employment Agreement, made and entered into as of the 12th day of September,
2005, by and between the Company and Paul Wiseman (incorporated herein by reference to
Exhibit 10.16 of the Companys Quarterly Report on Form 10-Q (File No.: 001-04141) filed on
October 18, 2005)10.11
    
    Employment Agreement, made and entered into as of the 2nd day of December, 2004,
by and between the Company and Allan Richards (incorporated herein by reference to Exhibit
10.17 of the Companys Quarterly Report on Form 10-Q (File No.: 001-04141) filed on October
18, 2005)10.12
    
    Employment Agreement, made and entered into as of the 2nd day of December, 2004,
by and between the Company and Stephen Slade (incorporated herein by reference to Exhibit
10.18 of the Companys Quarterly Report on Form 10-Q (File No.: 001-04141) filed on October
18, 2005)10.13*
    
    Form of Amendment to Employment Agreement, dated December 16, 2008, between the Company and
certain named executive officers10.14
    
    Supplemental Executive Retirement Plan effective as of September 1, 1997 (incorporated
herein by reference to Exhibit 10.B of the Companys Annual Report on Form 10-K (File No.: 001-04141) filed on May 27, 1998)10.15
    
    Supplemental Retirement and Benefit Restoration Plan effective as of January 1, 2001
(incorporated herein by reference to Exhibit 10(j) of the Companys Annual Report on Form
10-K (File No.: 001-04141) filed on May 23, 2001)10.16
    
    1994 Stock Option Plan (incorporated herein by reference to Exhibit 10(e) of the Companys
Annual Report on Form 10-K (File No.: 001-04141) filed on May 24, 1995)10.17
    
    1998 Long Term Incentive and Share Award Plan (incorporated herein by reference to Appendix
B to the Companys Definitive Proxy Statement (File No.: 001-04141) filed on Schedule 14A on
May 25, 2006)10.18
    
    Form of Stock Option Grant (incorporated herein by reference to Exhibit 10.20 of the
Companys Annual Report on Form 10-K (File No.: 001-04141) filed on May 10, 2005)10.19
    
    Description of 2005 Turnaround Incentive Compensation Program (incorporated herein by
reference to Exhibit 10.21 of the Companys Annual Report on Form 10-K (File No.: 001-04141)
filed on May 10, 2005)10.20
    
    Form of Restricted Share Unit Award Agreement (incorporated herein by reference to Exhibit
10.22 of the Companys Annual Report on Form 10-K (File No.: 001-04141) filed on May 10,
2005)10.21
    
    Description of 2006 Long Term Incentive Plan (incorporated herein by reference to Exhibit
10.28 of the Companys Quarterly Report on Form 10-Q (File No.: 001-04141) filed on July 21,
2006)10.22
    
    Form of 2006 Restricted Share Unit Award Agreement (incorporated herein by reference to
Exhibit 10.29 of the Companys Quarterly Report on Form 10-Q (File No.: 001-04141) filed on
July 21, 2006)10.23
    
    1994 Stock Option Plan for Non-Employee Directors (incorporated herein by reference to
Exhibit 10(f) of the Companys Annual Report on Form 10-K (File No.: 001-04141) filed on May
24, 1995)10.24
    
    2004 Non-Employee Director Compensation effective as of July 14, 2004 (incorporated herein
by reference to Appendix C to the Companys Definitive Proxy Statement (File No.: 001-04141)
filed on Schedule 14A on May 25, 2006)10.25
    
    Description of Management Incentive Plan (incorporated herein by reference to Exhibit 10.26
of the Companys Annual Report on Form 10-K (File No.: 001-04141) filed on May 10, 2005)10.26
    
    2008 Long Term Incentive Plan (incorporated herein by reference to Appendix B to the
Companys Definitive Proxy Statement (File No.: 001-04141) filed on Schedule 14A on June 3,
2008)10.27
    
    Description of 2007 Executive Closing and Integration Incentive Compensation Program
(E-CLIIP) (incorporated herein by reference to Item 5.02(e) of the Companys Current
Report on Form 8-K (File No.: 001-04141) filed on June 21, 2007)




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10.28
    
    Asset Purchase Agreement, dated as of June 27, 2005, by and between the Company, Ocean
Logistics LLC and C&S Wholesale Grocers, Inc. (incorporated herein by reference to Exhibit
10.38 of the Companys Amended Quarterly Report on Form 10-Q/A (File No.: 001-04141) filed
on June 25, 2007)10.29**
    
    Supply Agreement, dated as of June 27, 2005, by and between the Company and C&S Wholesale
Grocers, Inc. (incorporated herein by reference to Exhibit 10.39 of the Companys Amended
Quarterly Report on Form 10-Q/A (File No.: 001-04141) filed on June 25, 2007)10.30
    
    Information Technology Transition Services Agreement by and between The Great Atlantic and
Pacific Tea Company, Limited (A&P Canada) and Metro, Inc. entered into on August 15, 2005
(incorporated herein by reference to Exhibit 10.40 of the Companys Quarterly Report on Form
10-Q (File No.: 001-04141) filed on October 18, 2005)10.31
    
    Investor Agreement by and between A&P Luxembourg S.a.r.l., a wholly owned subsidiary of the
Company, and Metro, Inc. entered into on August 15, 2005 (incorporated herein by reference
to Exhibit 10.41 of the Companys Quarterly Report on Form 10-Q (File No.: 001-04141) filed
on October 18, 2005)10.32
    
    Commitment Letter dated as of March 4, 2007, by and between the Company and Pathmark Stores,
Inc. (incorporated herein by reference to Exhibit 10.1 of the Companys Current Report on
Form 8-K (File No.: 001-04141) filed on March 6, 2007)10.33
    
    Employment Agreement, made and entered into as of the 1st day of May, 2007, by
and between the Company and Andreas Guldin (incorporated herein by reference to Exhibit 10.1
of the Companys Current Report on Form 8-K (File No.: 001-04141) filed on May 7, 2007)10.34
    
    Credit Agreement dated as of December 3, 2007 among The Great Atlantic & Pacific Tea
Company, Inc., and the other Borrowers party thereto, as Borrowers and the Lenders party
thereto, and Bank of America, N.A., as Administrative Agent and Collateral Agent and Banc of
America Securities LLC as Lead Arranger (incorporated herein by reference to Exhibit 10.1 of
the Companys Amended Current Report on Form 8-K/A (File No.: 001-04141) filed on December
7, 2007)10.35
    
    Amended and Restated Credit Agreement dated as of December 27, 2007, among The Great
Atlantic & Pacific Tea Company, Inc., and the other Borrowers party thereto, as Borrowers
and the Lenders party thereto, and Bank of America, N.A., as Administrative Agent and
Collateral Agent and Banc of America Securities LLC as Lead Arranger (incorporated herein by
reference to Exhibit 10.45 of the Companys Quarterly
Report on Form 10-Q (File No.: 001-04141) filed on January 8, 2008)10.36*
    
    First Amendment to the Amended and Restated Credit Agreement dated April 4, 2008, among The
Great Atlantic & Pacific Tea Company, Inc., and the other Borrowers party thereto, as
Borrowers and the Lenders party thereto, and Bank of America, N.A., as Administrative Agent
and Collateral Agent10.37
    
    Senior Secured Bridge Credit Agreement, dated as of December 3, 2007, among The Great
Atlantic & Pacific Tea Company, Inc., The Lenders from time to time party thereto, Bank of
America, N.A., as Administrative Agent, and Lehman Commercial Paper Inc., as Syndication
Agent (incorporated herein by reference to Exhibit 10.2 of the Companys Amended Current
Report on Form 8-K/A (File No.: 001-04141) filed on December 7, 2007)10.38
    
    Confirmation of Issuer Warrant Transaction for 2011 Notes, dated December 12, 2007, by and
between The Great Atlantic & Pacific Tea Company, Inc. and Bank of America, N.A.
(incorporated herein by reference to Exhibit 10.1 of the Companys Current Report on Form
8-K (File No.: 001-04141) filed on December 18, 2007)10.39
    
    Amendment to Confirmation of Issuer Warrant Transaction (2011), dated as of December 17,
2007, by and between The Great Atlantic & Pacific Tea Company, Inc. and Bank of America,
N.A. (incorporated herein by reference to Exhibit 10.3 of the Companys Current Report on
Form 8-K (File No.: 001-04141) filed on December 21, 2007)10.40
    
    Confirmation of Issuer Warrant Transaction for 2012 Notes, dated December 12, 2007, by and
between The Great Atlantic & Pacific Tea Company, Inc. and Bank of America, N.A.




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(incorporated herein by reference to Exhibit 10.2 of the Companys Current Report on Form
8-K (File No.: 001-04141) filed on December 18, 2007)10.41
    
    Amendment to Confirmation of Issuer Warrant Transaction (2012), dated as of December 17,
2007, by and between The Great Atlantic & Pacific Tea Company, Inc. and Bank of America,
N.A. (incorporated herein by reference to Exhibit 10.4 of the Companys Current Report on
Form 8-K (File No.: 001-04141) filed on December 21, 2007)10.42
    
    Confirmation of Issuer Warrant Transaction for 2011 Notes dated December 12, 2007, by and
between The Great Atlantic & Pacific Tea Company, Inc. and Lehman Brothers OTC Derivatives
Inc. (incorporated herein by reference to Exhibit 10.3 of the Companys Current Report on
Form 8-K (File No.: 001-04141) filed on December 18, 2007)10.43
    
    Amendment to Confirmation of Issuer Warrant Transaction (2011) dated as of December 17,
2007, by and between The Great Atlantic & Pacific Tea Company, Inc. and Lehman Brothers OTC
Derivatives Inc. (incorporated herein by reference to Exhibit 10.5 of the Companys Current
Report on Form 8-K filed on December 21, 2007)10.44
    
    Confirmation of Issuer Warrant Transaction for 2012 Notes dated December 12, 2007, by and
between The Great Atlantic & Pacific Tea Company, Inc. and Lehman Brothers OTC Derivatives
Inc. (incorporated herein by reference to Exhibit 10.4 of the Companys Current Report on
Form 8-K (File No.: 001-04141) filed on December 18, 2007)10.45
    
    Amendment to Confirmation of Issuer Warrant Transaction (2012) dated as of December 17,
2007, by and between The Great Atlantic & Pacific Tea Company, Inc. and Lehman Brothers OTC
Derivatives Inc. (incorporated herein by reference to Exhibit 10.6 of the Companys Current
Report on Form 8-K (File No.: 001-04141) filed on December 21, 2007)10.46
    
    Confirmation of Convertible Bond Hedge Transaction for 2011 Notes, dated December 12, 2007,
by and between The Great Atlantic & Pacific Tea Company, Inc. and Bank of America, N.A.
(incorporated herein by reference to Exhibit 10.5 of the Companys Current Report on Form
8-K (File No.: 001-04141) filed on December 18, 2007)10.47
    
    Confirmation of Convertible Bond Hedge Transaction for 2012 Notes, dated December 12, 2007,
by and between The Great Atlantic & Pacific Tea Company, Inc. and Bank of America, N.A.
(incorporated herein by reference to Exhibit 10.6 of the Companys Current Report on Form
8-K (File No.: 001-04141) filed on December 18, 2007)10.48
    
    Confirmation of Convertible Bond Hedge Transaction for 2011 Notes, dated December 12, 2007,
by and between The Great Atlantic & Pacific Tea Company, Inc. and Lehman Brothers OTC
Derivatives Inc. (incorporated herein by reference to Exhibit 10.7 of the Companys Current
Report on Form 8-K (File No.: 001-04141) filed on December 18, 2007)10.49
    
    Confirmation of Convertible Bond Hedge Transaction for 2012 Notes, dated December 12, 2007,
by and between The Great Atlantic & Pacific Tea Company, Inc. and Lehman Brothers OTC
Derivatives Inc. (incorporated herein by reference to Exhibit 10.8 of the Companys Current
Report on Form 8-K (File No.: 001-04141) filed on December 18, 2007)10.50
    
    Share Lending Agreement, dated December 12, 2007, by and between The Great Atlantic &
Pacific Tea Company, Inc. and Bank of America, N.A. (incorporated herein by reference to
Exhibit 10.9 of the Companys Current Report on Form 8-K (File No.: 001-04141) filed on
December 18, 2007)10.51
    
    Amendment No. 1 to Share Lending Agreement dated as of December 18, 2007, by and between The
Great Atlantic & Pacific Tea Company, Inc. and Bank of America, N.A. (incorporated herein by
reference to Exhibit 10.1 of the Companys Current Report on Form 8-K (File No.: 001-04141)
filed on December 21, 2007)10.52
    
    Share Lending Agreement, dated December 12, 2007, by and between The Great Atlantic &
Pacific Tea Company, Inc., Lehman Brothers International (Europe) Limited and Lehman
Brothers Inc. (incorporated herein by reference to Exhibit 10.10 of the Companys Current
Report on Form 8-K (File No.: 001-04141) filed on December 18, 2007)10.53
    
    Amendment No. 1 to Share Lending Agreement dated as of December 18, 2007, among The Great
Atlantic & Pacific Tea Company, Inc. and Lehman Brothers International (Europe) Limited, as
borrower, and Lehman Brothers Inc., as borrowing agent (incorporated herein by reference to
Exhibit 10.2 of the Companys Current Report on Form 8-K (File No.: 001-




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04141) filed on December 21, 2007)10.54**
    
    Warehousing, Distribution and Related Services Agreement dated March 7, 2008 by and between
our Company and C&S Wholesale Grocers, Inc. (incorporated herein by reference to Exhibit
10.50 of the Companys Quarterly Report on Form 10-Q (File No.: 001-04141) filed on July 21,
2008)11***
    
    Statement re computation of per share earnings (previously filed and incorporated by
reference)13
    
    Fiscal 2008 Annual Report to Stockholders (previously filed and incorporated by reference)18
    
    Preferability Letter Issued by PricewaterhouseCoopers LLP (incorporated herein by reference
to Exhibit 18 of the Companys Quarterly Report on Form 10-Q (File No.: 001-04141) filed on
July 29, 2004)21
    
    Subsidiaries of Registrant (previously filed and incorporated by reference)23.1
    
    Consent of Independent Registered Public Accounting Firm from PricewaterhouseCoopers LLP
(previously filed and incorporated by reference)23.2
    
    Consent of Independent Auditors from Ernst & Young LLP (previously filed and incorporated by
reference)31.1*
    
    Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley
Act of 200231.2*
    
    Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley
Act of 200232.1
    
    Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 (furnished herewith)99.2
    
    Metro, Inc. September 29, 2007 Consolidated Financial Statements (previously filed and
incorporated by reference)
 
 *
    
    Filed with this Amendment**
    
    Confidential treatment has been requested with respect to certain portions of this exhibit.
Omitted portions have been filed separately with the Securities and Exchange Commission.***
    
    Information required to be presented in Exhibit 11 is included in Exhibit 13 under Note1
Summary of Significant Accounting Policies, in accordance with Statement of Accounting
Standards No. 128, Earnings Per Share.
    
    Management contract or compensatory plan or arrangement




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SIGNATURES
 Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
  The Great Atlantic & Pacific Tea Company, Inc.
(registrant)By:
    /s/ Brenda M. GalganoName:
    Brenda M. GalganoTitle:
    Senior Vice President, Chief Financial Officer