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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Great Atlantic & Pacific Tea Company (The) Common Stock | NYSE:GAP | NYSE | Ordinary Share |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.9311 | 0.00 | 01:00:00 |
(1)
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Tengelmann Warenhandelsgesellschaft KG
51-0235841
|
||
(2)
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ ]
|
||
(3)
|
SEC USE ONLY
|
||
(4)
|
SOURCE OF FUNDS (See Instructions)
WC
|
||
(5)
|
CHECK 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
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON
WITH
|
(7)
|
SOLE VOTING POWER
|
|
(8)
|
SHARED VOTING POWER
23,785,764
A
|
||
(9)
|
SOLE DISPOSITIVE POWER
|
||
(10)
|
SHARED DISPOSITIVE POWER
23,785,764
A
|
||
(11)
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,785,764
A
|
||
(12)
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
[x]
|
||
(13)
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.1%
|
||
(14)
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
||
A
|
BENEFICIAL OWNERSHIP OF 1,290,393 SHARES OF COMMON STOCK HELD BY ECP (AS DEFINED BELOW) IS BEING REPORTED HEREUNDER BECAUSE TENGELMANN (AS DEFINED BELOW) MAY BE DEEMED TO HAVE BENEFICIAL OWNERSHIP OF ANY SHARES WHICH ECP BENEFICIALLY OWNS. PURSUANT TO RULE 13D-4, NEITHER THE FILING OF THIS AMENDMENT NOR ANY OF ITS CONTENT SHALL
BE DEEMED TO CONSTITUTE AN ADMISSION BY TENGELMANN THAT IT IS THE BENEFICIAL OWNER OF ANY SUCH COMMON STOCK BENEFICIALLY OWNED BY ECP FOR PURPOSES OF SECTION 13(D) OF THE EXCHANGE ACT OR FOR ANY OTHER PURPOSE, AND SUCH BENEFICIAL OWNERSHIP IS EXPRESSLY DISCLAIMED.
|
(1)
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Tengelmann Verwaltungs-und Beteiligungs GmbH
|
||
(2)
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ ]
|
||
(3)
|
SEC USE ONLY
|
||
(4)
|
SOURCE OF FUNDS (See Instructions)
AF
|
||
(5)
|
CHECK 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
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON
WITH
|
(7)
|
SOLE VOTING POWER
|
|
(8)
|
SHARED VOTING POWER
23,785,764
A
|
||
(9)
|
SOLE DISPOSITIVE POWER
|
||
(10)
|
SHARED DISPOSITIVE POWER
23,785,764
A
|
||
(11)
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,785,764
A
|
||
(12)
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
[x]
|
||
(13)
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.1%
|
||
(14)
|
TYPE OF REPORTING PERSON (See Instructions)
CO
|
||
A
|
INCLUSIVE OF 22,495,371 SHARES OF THE COMPANY’S COMMON STOCK HELD BY TENGELMANN (AS DEFINED BELOW) AND 1,290,393 SHARES OF THE COMPANY’S COMMON STOCK HELD BY ECP (AS DEFINED BELOW). THE BENEFICIAL OWNERSHIP OF 1,290,393 SHARES OF COMMON STOCK HELD BY ECP IS BEING REPORTED HEREUNDER BECAUSE TVB (AS DEFINED BELOW) MAY
BE DEEMED TO HAVE BENEFICIAL OWNERSHIP OF ANY SHARES WHICH ECP BENEFICIALLY OWNS. PURSUANT TO RULE 13D-4, NEITHER THE FILING OF THIS AMENDMENT NOR ANY OF ITS CONTENT SHALL BE DEEMED TO CONSTITUTE AN ADMISSION BY TVB THAT IT IS THE BENEFICIAL OWNER OF ANY SUCH COMMON STOCK BENEFICIALLY OWNED BY ECP FOR PURPOSES OF SECTION 13(D) OF THE EXCHANGE ACT OR FOR ANY OTHER PURPOSE, AND SUCH BENEFICIAL OWNERSHIP IS EXPRESSLY DISCLAIMED.
|
(1)
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Emil Capital Partners, LLC
|
||
(2)
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ ]
|
||
(3)
|
SEC USE ONLY
|
||
(4)
|
SOURCE OF FUNDS (See Instructions)
WC
|
||
(5)
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ] |
||
(6)
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON
WITH
|
(7)
|
SOLE VOTING POWER
|
|
(8)
|
SHARED VOTING POWER
1,290,393
|
||
(9)
|
SOLE DISPOSITIVE POWER
|
||
(10)
|
SHARED DISPOSITIVE POWER
1,290,393
|
||
(11)
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,290,393
|
||
(12)
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
[x]
|
||
(13)
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.2%
|
||
(14)
|
TYPE OF REPORTING PERSON (See Instructions)
CO
|
||
(1)
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Christian Wilhelm Erich Haub
###-##-####
|
||
(2)
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ ]
|
||
(3)
|
SEC USE ONLY
|
||
(4)
|
SOURCE OF FUNDS (See Instructions)
AF and PF
|
||
(5)
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ] |
||
(6)
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States and Federal Republic of Germany
|
||
NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON
WITH
|
(7)
|
SOLE VOTING POWER
599,829
A
|
|
(8)
|
SHARED VOTING POWER
23,785,764
B
|
||
(9)
|
SOLE DISPOSITIVE POWER
599,829
A
|
||
(10)
|
SHARED DISPOSITIVE POWER
23,785,764
B
|
||
(11)
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,385,593
A, B
|
||
(12)
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
[x]
|
||
(13)
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
42.1%
|
(14)
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
A
|
INCLUSIVE OF OPTIONS TO PURCHASE 318,478 SHARES OF THE COMPANY’S COMMON STOCK.
|
|
B | INCLUSIVE OF 22,495,371 SHARES OF THE COMPANY’S COMMON STOCK HELD BY TENGELMANN (AS DEFINED BELOW) AND 1,290,393 SHARES OF THE COMPANY’S COMMON STOCK HELD BY ECP (AS DEFINED BELOW), BUT EXCLUSIVE OF 500 SHARES OF THE COMPANY’S COMMON STOCK HELD BY THE WIFE OF CH (AS DEFINED BELOW) IN RESPECT OF WHICH CH DISCLAIMS ANY POWER TO VOTE, OR TO DIRECT VOTING, AND ANY POWER TO DISPOSE, OR TO DIRECT DISPOSITION. THE BENEFICIAL OWNERSHIP OF 1,290,393 SHARES OF COMMON STOCK HELD BY ECP IS BEING REPORTED HEREUNDER BECAUSE CH (AS DEFINED BELOW) MAY BE DEEMED TO HAVE BENEFICIAL OWNERSHIP OF ANY SHARES WHICH ECP BENEFICIALLY OWNS. PURSUANT TO RULE 13D-4, NEITHER THE FILING OF THIS AMENDMENT NOR ANY OF ITS CONTENT SHALL BE DEEMED TO CONSTITUTE AN ADMISSION BY CH THAT HE IS THE BENEFICIAL OWNER OF ANY SUCH COMMON STOCK BENEFICIALLY OWNED BY ECP FOR PURPOSES OF SECTION 13(D) OF THE EXCHANGE ACT OR FOR ANY OTHER PURPOSE, AND SUCH BENEFICIAL OWNERSHIP IS EXPRESSLY DISCLAIMED. |
(1)
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Karl-Erivan Warder Haub
###-##-####
|
||
(2)
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ ]
|
||
(3)
|
SEC USE ONLY
|
||
(4)
|
SOURCE OF FUNDS (See Instructions)
AF
|
||
(5)
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ] |
||
(6)
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States and Federal Republic of Germany
|
||
NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON
WITH
|
(7)
|
SOLE VOTING POWER
13,000
|
|
(8)
|
SHARED VOTING POWER
23,785,764
A
|
||
(9)
|
SOLE DISPOSITIVE POWER
13,000
|
||
(10)
|
SHARED DISPOSITIVE POWER
23,785,764
A
|
||
(11)
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,798,764
A
|
||
(12)
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
[x]
|
||
(13)
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.1%
|
(14)
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
A
|
INCLUSIVE OF 22,495,371 SHARES OF THE COMPANY’S COMMON STOCK HELD BY TENGELMANN (AS DEFINED BELOW) AND 1,290,393 SHARES OF THE COMPANY’S COMMON STOCK HELD BY ECP (AS DEFINED BELOW). THE BENEFICIAL OWNERSHIP OF 1,290,393 SHARES OF COMMON STOCK HELD BY ECP IS BEING REPORTED HEREUNDER BECAUSE KEH (AS DEFINED BELOW) MAY
BE DEEMED TO HAVE BENEFICIAL OWNERSHIP OF ANY SHARES WHICH ECP BENEFICIALLY OWNS. PURSUANT TO RULE 13D-4, NEITHER THE FILING OF THIS AMENDMENT NOR ANY OF ITS CONTENT SHALL BE DEEMED TO CONSTITUTE AN ADMISSION BY KEH THAT HE IS THE BENEFICIAL OWNER OF ANY SUCH COMMON STOCK BENEFICIALLY OWNED BY ECP FOR PURPOSES OF SECTION 13(D) OF THE EXCHANGE ACT OR FOR ANY OTHER PURPOSE, AND SUCH BENEFICIAL OWNERSHIP IS EXPRESSLY DISCLAIMED.
|
(1)
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Erivan Karl Haub
###-##-####
|
||
(2)
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ ]
|
||
(3)
|
SEC USE ONLY
|
||
(4)
|
SOURCE OF FUNDS (See Instructions)
AF and PF
|
||
(5)
|
CHECK 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
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON
WITH
|
(7)
|
SOLE VOTING POWER
305,100
|
|
(8)
|
SHARED VOTING POWER
23,785,764
A
|
||
(9)
|
SOLE DISPOSITIVE POWER
305,100
|
||
(10)
|
SHARED DISPOSITIVE POWER
23,785,764
A
|
||
(11)
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,090,864
A
|
||
(12)
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
[x]
|
||
(13)
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.6%
|
(14)
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
A
|
INCLUSIVE OF 22,495,371 SHARES OF THE COMPANY’S COMMON STOCK HELD BY TENGELMANN (AS DEFINED BELOW) AND 1,290,393 SHARES OF THE COMPANY’S COMMON STOCK HELD BY ECP (AS DEFINED BELOW), BUT EXCLUSIVE OF 15,550 SHARES OF THE COMPANY’S COMMON STOCK HELD BY THE WIFE OF EKH (AS DEFINED BELOW) IN RESPECT OF WHICH EKH DISCLAIMS ANY
POWER TO VOTE, OR TO DIRECT VOTING, AND ANY POWER TO DISPOSE, OR TO DIRECT DISPOSITION. THE BENEFICIAL OWNERSHIP OF 22,495,371 SHARES OF COMMON STOCK HELD BY TENGELMANN AND 1,290,393 SHARES OF COMMON STOCK HELD BY ECP IS BEING REPORTED HEREUNDER BECAUSE EKH (AS DEFINED BELOW) MAY BE DEEMED TO HAVE BENEFICIAL OWNERSHIP OF ANY SHARES WHICH TENGELMANN AND ECP BENEFICIALLY OWN. PURSUANT TO RULE 13D-4, NEITHER THE FILING OF THIS AMENDMENT NOR ANY OF ITS CONTENT SHALL BE DEEMED TO CONSTITUTE AN
ADMISSION BY EKH THAT HE IS THE BENEFICIAL OWNER OF ANY SUCH COMMON STOCK BENEFICIALLY OWNED BY TENGELMANN OR ECP FOR PURPOSES OF SECTION 13(D) OF THE EXCHANGE ACT OR FOR ANY OTHER PURPOSE, AND SUCH BENEFICIAL OWNERSHIP IS EXPRESSLY DISCLAIMED.
|
Item 3.
|
Source and Amount of Funds or Other Consideration
|
Item 4.
|
Purpose of Transaction
|
Item 5.
|
Interest in Securities of the Issuer
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
|
Item 7.
|
Material to Be Filed as Exhibits
|
7.1
|
Investment Agreement, dated July 23, 2009, by and among the Company and the Investors and ECP (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K, filed with the Securities and Exchange Commission on July 24, 2009).
|
|
7.2
|
Power of Attorney, granted by Erivan Karl Haub, in favor of the parties named therein, dated July 3, 2009.
|
|
7.3
|
Power of Attorney, granted by Georg Rudolph Otto Haub, in favor of the parties named therein, dated July 3, 2009.
|
|
7.4
|
Power of Attorney, granted by Karl-Erivan Warder Haub, in favor of the parties named therein, dated July 14, 2009.
|
TENGELMANN WARENHANDELSGESELLSCHAFT KG,
|
||||
by
|
Tengelmann Verwaltungs-und Beteiligungs GmbH, as Managing Partner
|
|||
by
|
/s/ Christian Wilhelm Erich Haub | |||
Name:
|
Christian Wilhelm Erich Haub
|
|||
Title:
|
Co-CEO
|
|||
By:
|
Andreas Guldin
|
|||
Attorney-in-Fact |
TENGELMANN VERWALTUNGS-UND BETEILIGUNGS GMBH,
|
||||
by
|
/s/ Christian Wilhelm Erich Haub | |||
Name:
|
Christian Wilhelm Erich Haub
|
|||
Title:
|
Co-CEO
|
|||
By:
|
Andreas Guldin
|
|||
Attorney-in-Fact |
EMIL CAPITAL PARTNERS, LLC,
|
||||
by
|
/s/ Andreas Guldin | |||
Name:
|
Dr. Andreas Guldin
|
|||
Title:
|
CEO
|
/s/ Karl-Erivan Warder Haub | ||
Name:
|
Karl-Erivan Warder Haub
|
|
By:
|
Andreas Guldin
|
|
Attorney-in-Fact |
/s/ Christian Wilhelm Erich Haub | ||
Name:
|
Christian Wilhelm Erich Haub
|
|
By:
|
Andreas Guldin
|
|
Attorney-in-Fact |
/s/ Erivan Karl Haub | ||
Name:
|
Erivan Karl Haub
|
|
By:
|
Andreas Guldin
|
|
Attorney-in-Fact |
Persons Named in Item 5(a)
(other than the Reporting Parties)*
|
Number of Shares**
|
Percentage of Outstanding Shares***
|
JDB
|
30,379
|
****
|
JJB
|
24,812
|
****
|
AG
|
23,331
|
****
|
*
|
To the best knowledge of the Reporting Parties, each such person has the sole power to vote and dispose of his or her shares of Common Stock, other than 500 shares of Common Stock owned by JDB’s mother.
|
**
|
The amounts shown include all options and deferred compensation awards granted under Company plans regardless of whether exercisable within 60 days. The number of options included in the total number of owned shares are 212 for JDB and 2,529 for JJB and 12,905 for AG. The number of shares granted under deferred compensation
plans included in the total number of owned shares are 24,812 for JDB and 9,169 for JJB.
|
***
|
According to the Form 10-Q filed by the Company on July 23, 2009, there were outstanding 57,899,318 shares of Common Stock as of July 17, 2009.
|
****
|
Less than 1%.
|
1 Year Great Atlantic Pac Chart |
1 Month Great Atlantic Pac Chart |
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