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~~date of earliest event reported): ~~December 5~~January 18, ~~2011~~2012

THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.

(Exact name of registrant as specified in its charter)

Maryland	1-4141	13-1890974
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)

2 Paragon Drive Montvale, New Jersey		07645
Two Paragon Drive Montvale, New Jersey		07645
(Address of Principal Executive Offices)		(Zip Code)
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (201) 573-9700

Not Applicable

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

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:

o 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 7.01. Regulation FD Disclosure.

~~As previously disclosed, on December 12, 2010,~~ The ~~Great~~following ~~Atlantic &~~results ~~Pacific~~for ~~Tea Company, Inc. (“our Company”) and all of our U.S. subsidiaries (~~the ~~“Filing~~last ~~Subsidiaries”~~twelve ~~and,~~months ~~together~~ended ~~with our Company~~December 3, ~~the~~2011 ~~“Debtors”) filed voluntary petitions for relief~~ (~~the~~ “~~Bankruptcy Filing~~LTM”) ~~under~~have ~~chapter~~been 11derived offrom ~~title 11 of~~ the ~~United~~quarterly ~~States~~Consolidated ~~Bankruptcy~~Financial ~~Code~~Statements ~~(the “Bankruptcy Code”) in the United States Bankruptcy Court~~ for the ~~Southern~~period ~~District~~then ~~of New York in White Plains (the “Bankruptcy Court”)~~ended, ~~case~~which ~~number~~have ~~10-24549. The~~not ~~Debtors~~been ~~are required to provide monthly operating reports to the Office of the United States Trustee for the Southern District of New York (the “U~~audited.~~S. Trustee”) pursuant to the U.S. Trustee’s Operating Guidelines and Financial Reporting Requirements for Chapter 11 cases. Such reports are also filed with the bankruptcy court.~~

OnAs ~~December 5,~~detailed ~~2011~~on Schedule 4, ~~the~~after ~~Debtors~~excluding ~~filed~~certain ~~their~~non-cash, ~~monthly~~non-recurring and non-operating ~~report~~items, ~~for~~as ~~the~~well ~~period~~as ~~from~~adjustments ~~October 9,~~to ~~2011~~include tothe ~~November 5,~~net ~~2011~~impact (of actions taken during the ~~“Monthly~~period ~~Operating~~as ~~Report”)~~if ~~with~~enacted at the ~~Bankruptcy~~beginning ~~Court.~~of ~~The~~the ~~Monthly~~LTM ~~Operating~~period, ~~Report~~LTM isAdjusted ~~attached~~EBITDA aswas ~~Exhibit 99~~$117.10 ~~and~~million isfor ~~incorporated~~the ~~herein~~period byended ~~reference.~~December 3, ~~This~~2011, ~~current~~which ~~report~~amount ~~(including~~reflects the ~~exhibit~~actions ~~hereto)~~that ~~will~~our ~~not~~Company behas ~~deemed~~taken anto ~~admission~~implement asour turnaround plan to ~~the~~emerge ~~materiality~~out of ~~any~~the ~~information~~Bankruptcy ~~required~~currently scheduled on February 25, 2012. The LTM Adjusted EBITDAR, after excluding the contractual rent expenses, amounted to be$342.9 ~~disclosed~~million ~~solely~~for bythe ~~Regulation~~same FDperiod.

~~Limitation~~In onaccordance ~~Incorporation~~with General Instruction B.2 of Form 8-K, the information furnished in this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by ~~Reference~~reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

InOur ~~accordance~~Company ~~with~~is ~~General~~required ~~Instruction~~to ~~B.2~~provide ofcertain ~~Form 8~~reconciliations to GAAP financial measures for any non-K,GAAP ~~the~~financial ~~information~~measures presented in ~~this~~our ~~Item 7~~press releases and SEC filings.01 ~~shall~~Our ~~not~~Company beuses ~~deemed~~the non-GAAP measures “~~filed~~Adjusted loss from operations”, ~~for~~“EBITDA”, ~~purposes~~“Adjusted ofEBITDA”, ~~Section 18~~“Current Store Footprint Adjusted EBITDA”, “LTM Adjusted EBITDA” and “LTM Adjusted EBITDAR” to evaluate our Company’s liquidity and performance of our business and these are among the ~~Securities~~primary ~~Exchange~~measures ~~Act~~used by management for planning and forecasting of ~~1934,~~future periods. Adjusted loss from operations is defined as ~~amended~~loss (from operations adjusted for items our Company considers non-operating in nature that management excludes when evaluating the ~~“Exchange~~ ~~Act”)~~results of the ongoing business. EBITDA is defined as earnings before interest expense, orinterest ~~otherwise~~and ~~subject~~dividend income, taxes, depreciation, amortization and discontinued operations. Adjusted EBITDA is defined as EBITDA adjusted to exclude the ~~liabilities~~following, ofif ~~that~~applicable: ~~section~~(i) goodwill, ~~nor~~long-lived ~~shall~~asset ~~such~~and ~~information~~intangible beasset ~~deemed~~impairment, ~~incorporated~~(ii) net byrestructuring ~~reference~~and inother ~~any~~charges, ~~filing~~(iii) real ~~under~~estate ~~the~~related ~~Securities~~activity, ~~Act~~(iv) pension ofwithdrawal ~~1933~~costs, as(v) insurance ~~amended~~reserve adjustments, ~~except~~(vi) stock asbased ~~shall~~compensation, be(vii) LIFO ~~expressly~~provision ~~set~~adjustments, ~~forth~~(viii) non-operating byincome ~~specific~~and ~~reference~~(ix) other items that management considers non-operating in ~~such~~nature aand ~~filing~~excludes when evaluating the results of the ongoing business.

~~Cautionary~~Current ~~Statement~~Store ~~Regarding~~Footprint ~~Financial~~Adjusted ~~Operating~~EBITDA ~~Data~~excludes the actual results of those stores that were closed during the period presented as if the stores were closed at the beginning of the period presented, adjusted for certain corporate or overhead costs that will not be eliminated.

~~Our~~LTM ~~Company~~Adjusted ~~cautions~~EBITDA ~~investors~~is ~~and~~defined ~~potential~~as ~~investors~~Current ~~not~~Store toFootprint ~~place~~Adjusted ~~undue~~EBITDA ~~reliance~~adjusted ~~upon~~to include: (i) the ~~information~~impact ~~contained~~of incontractual ~~the~~supply ~~Monthly~~and ~~Operating~~logistics ~~Report,~~contracts ~~which~~as ~~was~~if ~~not~~enacted ~~prepared~~as ~~for~~of the ~~purpose~~beginning of ~~providing~~ the ~~basis~~LTM ~~for~~period, ~~an investment decision relating to any of~~ (ii) the ~~securities~~impact of ~~our~~negotiated ~~Company.~~labor ~~The~~contracts ~~Monthly~~that ~~Operating~~would ~~Report~~have isresulted ~~limited~~had ~~in scope, covers a limited time period, is limited to~~ the ~~Debtors’~~contracts ~~domestic operations, and has~~ been ~~prepared~~in ~~solely~~place ~~for~~at the ~~purpose~~beginning of ~~complying with~~ the ~~monthly~~LTM ~~reporting requirements of the Bankruptcy Court. The Monthly Operating Report contains financial information that was not audited or reviewed by independent accountants~~period, ~~was not prepared in accordance with Generally Accepted Accounting Principles in~~ (iii) the ~~United~~impact ~~States,~~of ~~is in a format prescribed by applicable~~ bankruptcy ~~laws,~~ and isother ~~subject~~disruption tosuch ~~future~~as ~~adjustment and reconciliation. There can be no assurance that, from~~ the ~~perspective~~impact of anvendor ~~investor~~funding orbelow ~~potential~~historical ~~investor~~average inexperienced ~~our~~during ~~Company’s securities,~~ the ~~Monthly~~bankruptcy ~~Operating~~period, ~~Report~~labor isprotests ~~complete.~~at ~~The~~store ~~Monthly~~locations ~~Operating~~and ~~Report~~triple ~~also~~coupon ~~contains~~promotions ~~information~~and ~~for periods which are shorter or otherwise different from those required in our Company’s reports pursuant to~~ (iv) the ~~Exchange~~impact ~~Act, and such information might not be indicative~~ of ~~our~~reductions ~~Company’s~~in ~~financial~~contractual ~~condition~~store orlease ~~operating~~payments ~~results for the period~~ that would behave ~~reflected~~resulted inhad ~~our~~the ~~Company’s~~contracts ~~financial~~been ~~statements or~~ in ~~its~~place ~~reports~~at ~~pursuant to~~ the ~~Exchange~~beginning ~~Act.~~of ~~The Debtors undertake no obligation to update or revise~~ the ~~Monthly~~LTM ~~Operating Report~~period, ~~and~~offset ~~readers~~by ~~are therefore cautioned to refer to~~ (v) the ~~Debtors~~impact ~~Exchange~~of ~~Act~~store ~~filings. Results~~lease ~~set~~payments ~~forth~~that inare ~~the~~classified ~~Monthly Operating Report should not be viewed~~ as ~~indicative~~principal ofpayments ~~future results,~~ and ~~the~~interest ~~Monthly~~expense ~~Operating Report should not be used as a basis~~ for ~~making~~purposes ~~investment~~of ~~decisions~~US ~~regarding the Debtors’ securities~~GAAP.

~~Cautionary~~LTM ~~Statement~~Adjusted ~~Regarding~~EBITDAR ~~Forward-Looking~~is ~~Statements~~defined as LTM Adjusted EBITDA adjusted to include the contractual rent payments for the period.

~~The~~Our ~~information~~Company ~~contained~~believes inthe ~~this~~presentation ~~Current~~of ~~Report~~these onmeasures ~~Form 8-K~~is ~~may~~relevant ~~contain~~and ~~forward-looking~~useful ~~statements~~for ~~about~~investors ~~the~~because ~~future~~it ~~performance~~allows ofinvestors ~~our~~to ~~Company,~~view ~~and~~results isin ~~based~~a onmanner ~~our~~similar ~~assumptions~~to ~~and~~the ~~beliefs~~method inused ~~light~~by ofour ~~information~~Company’s ~~currently~~management ~~available. We~~and ~~assume~~makes noit ~~obligation~~easier to ~~update~~compare ~~this~~our ~~information. These~~Company’s ~~forward-looking~~results ~~statements~~with ~~are subject to uncertainties and~~ other ~~factors~~companies that ~~could~~have ~~cause~~different ~~actual~~financing ~~results~~and tocapital ~~differ~~structures ~~materially~~or ~~from~~tax ~~such~~rates. ~~statements,~~In ~~including~~addition, ~~but~~these ~~not~~measures ~~limited~~are ~~to:~~also ~~the~~among ~~ability of~~ the ~~Debtors~~primary tomeasures ~~continue~~used asexternally ~~going~~by ~~concerns;~~our ~~the~~Company’s ~~ability~~investors, ofanalysts ~~the~~and ~~Debtors~~peers toin ~~obtain~~its ~~Bankruptcy~~industry ~~Court~~for ~~approval~~purposes ~~with~~of ~~respect~~valuation toand ~~motions~~comparing in the ~~chapter~~results ~~11 cases; the ability~~ of ~~the~~our ~~Debtors~~Company to ~~prosecute,~~other ~~develop~~companies ~~and~~in ~~consummate~~its ~~one~~industry. orAdjusted ~~more~~loss ~~plans~~from ofoperations, ~~reorganization~~Adjusted ~~with~~EBITDA, ~~respect~~Current toStore ~~the~~Footprint ~~chapter~~Adjusted 11EBITDA, ~~cases;~~LTM ~~the~~Adjusted ~~effects~~EBITDA ~~of the Bankruptcy Filing on the Debtors~~ and ~~the~~LTM ~~interests~~Adjusted ofEBITDAR ~~various~~are ~~creditors,~~reconciled ~~equity~~to

~~holders~~Net ~~and~~Loss other constituents; Bankruptcy Court rulings in the chapter 11 cases and the outcome of the cases in general; the length of time the Debtors will operate under the chapter 11 cases; risks associated with third-party motions in the chapter 11 cases, which may interfere with the ability of the Debtors to develop and consummate one or more plans of reorganization once such plans are developed; the potential adverse effects of the chapter 11 proceedings on ~~the~~Schedule 3 ~~Debtors’ liquidity or results~~ of ~~operations;~~this ~~the~~release. ~~ability~~In to execute Debtors’ business and restructuring plan and to timely and effectively implement the turnaround strategy; increased legal costs related to the Bankruptcy Filing and other litigation; the Debtors’ ability to maintain contracts that are critical to its operationaddition, ~~to obtain and maintain normal terms with customers~~EBITDA, ~~suppliers~~Adjusted ~~and service providers and to retain key executives~~EBITDA, ~~managers~~Current ~~and~~Store ~~employees;~~Footprint ~~various operating factors and general economic conditions~~EBITDA, ~~competitive~~LTM ~~practices~~Adjusted ~~and~~EBITDA ~~pricing in the food industry generally~~ and ~~particularly~~LTM inAdjusted ~~our~~EBITDAR ~~principal~~are ~~geographic~~reconciled markets; our relationships with our employees; the terms of future collective bargaining agreements; the costs and other effects of lawsuits and administrative proceedings; the nature and extent of continued consolidation in the food industry; changes in the capital markets which may affect our cost of capital or the ability to ~~access~~Net ~~capital;~~Cash ~~supply~~provided orby ~~quality~~/(used ~~control problems with our vendors; regulatory compliance; and changes~~ in) ~~economic~~Operating ~~conditions,~~Activities which may affect the buying patterns of our customers. Additional risks that may affect our Company’s future performance are detailed in our Company’s filings with the Securities and Exchange Commission, including its most recent Annual Report on ~~Form~~Schedule ~~10-K~~4 ~~and its Quarterly Reports on Form 10-Q. Our Company undertakes no obligation to publically update any forward-looking statements, whether as a result~~ of ~~new~~this ~~information, future events or circumstances, or otherwise~~release.

~~These~~Item and other factors, including the terms of any reorganization plan ultimately confirmed, can affect the value of the Debtors’ various pre-petition liabilities, common stock and other debt or equity securities9. No assurance can be given as to what values, if any, will be ascribed in the bankruptcy proceedings to each of these constituencies, and it is possible that the Debtors will be reorganized in a manner that will substantially reduce or eliminate any remaining value01. ~~Accordingly,~~ ~~the~~Financial ~~Debtors~~Statements ~~urge that the appropriate caution be exercised with respect to existing~~ and ~~future investments in any of these liabilities and/or securities~~Exhibits.

~~Item 9.01. Financial Statements and~~ (d) Exhibits

(d) Exhibits.

Exhibit No.		Description
99.1		Schedules of Financial Statements

Exhibit Number		Description
99.1		Monthly Operating Report for the period from October 9, 2011 to November 5, 2011, filed with the United States Bankruptcy Court for the Southern District of New York

SIGNATURE

~~SIGNATURES~~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.

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.

	THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.

Date: January 18, 2012		By:	/s/ Christopher W. McGarry
		Name:	Christopher W. McGarry
		Title:	Senior Vice President and General Counsel

	THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.
Date: December 6, 2011
	By:	/s/ Christopher W. McGarry
		Senior Vice President and General Counsel

INDEX TO EXHIBITS

INDEX TO EXHIBITS

Exhibit No.	Description
99.1	Schedules of Financial Statements

Exhibit No.		Description
99.1		Monthly Operating Report for the period from October 9, 2011 to November 5, 2011, filed with the United States Bankruptcy Court for the Southern District of New York

Filing Compare · GREAT ATLANTIC & PACIFIC TEA CO INC