Pathmark Stores Inc - Current report filing (8-K)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported):   November 8, 2007

 

PATHMARK STORES, INC.

(Exact name of registrant as specified in its charter)

 

Delaware		001-05287		22-2879612
(State or other jurisdiction		(Commission		(IRS Employer
of incorporation)		File Number)		Identification Number)

 

200 Milik Street

Carteret, New Jersey 07008

(Address and zip code of principal executive offices)

 

[phone]

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name or former address, if changed since last report)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

x	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR  240.14d-2(b))
o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 8.01. Other Events.

As previously disclosed, on March 4, 2007, Pathmark Stores, Inc., a Delaware corporation (“Pathmark”), entered into an Agreement and Plan of Merger (as amended, the “Merger Agreement”) with The Great Atlantic & Pacific Tea Company, Inc., a Maryland corporation (“A&P”) and Sand Merger Corp., a Delaware corporation and 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 8, 2007, Pathmark issued a press release announcing that, at a Special Meeting of Stockholders held on November 8, 2007, Pathmark’s stockholders voted to approve and adopt the Merger Agreement and the transactions contemplated thereby, including the Merger. A copy of the press release is incorporated by reference and attached hereto as Exhibit 99.1.

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 [phone], at 200 Milik Street, Carteret, NJ 07008, or by accessing Pathmark’s Investor Relations website; or (ii) contacting A&P’s Investor Relations at [phone], 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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Item 9.01. Financial Statements and Exhibits.

(d)	Exhibits
	99.1	Press release dated November 8, 2007.

 

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	PATHMARK   STORES,   INC.
Dated:   November 8, 2007	By:	/s/ Marc A. Strassler
	Name:	Marc A. Strassler
	Title:	Senior Vice President, Secretary and General Counsel

 

 

 

EXHIBIT INDEX

Exhibits
99.1	Press release dated November 8, 2007.