UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

~~CURRENT~~Current ~~REPORT~~Report

Pursuant to Section 13 or 15(d) of ~~the~~

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February ~~March 2~~28, 2012

THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.

(Exact name of registrant as specified in its charter)

Maryland	1001-4141	13-1890974
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

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

2 Paragon Drive

~~Registrant’s telephone number~~Montvale, ~~including~~New ~~area~~Jersey ~~code:~~07645 ~~(201) 573-9700~~

(Address of Principal Executive Offices, including Zip Code)

(201) 573-9700

(Registrant’s telephone number, including area code)

Not Applicable

(Former ~~name~~Name or ~~former~~Former ~~address~~Address, if ~~changed~~Changed ~~since~~Since ~~last~~Last ~~report.~~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 (see General Instruction A.2. below):

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 1.0103. ~~Regulation~~Bankruptcy FDor ~~Disclosure~~Receivership.

As previously ~~disclosed~~reported, on December 12, 2010, The Great Atlantic & Pacific Tea Company, Inc. (~~“our~~the “Company”) and ~~all~~certain of ~~our~~its U.S. subsidiaries (the “Filing Subsidiaries” and, together with ~~our~~the Company, the “Debtors”) filed voluntary petitions for relief (the “Bankruptcy Filing”) under chapter 11 of title 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of New York in White Plains (the “Bankruptcy Court”), which cases are being jointly administered under case number 10-24549. The Bankruptcy ~~Debtors~~Filing ~~are~~was ~~required~~made toin ~~provide~~response ~~monthly operating reports~~ to, ~~the~~among ~~Office~~other ofthings, the ~~United~~Company’s ~~States~~deteriorating ~~Trustee~~liquidity ~~for~~and the ~~Southern~~challenges ~~District~~ of ~~New~~successfully ~~York~~implementing ~~(the~~additional ~~“U.S.~~financing ~~Trustee”)~~initiatives ~~pursuant~~and toof ~~the~~obtaining ~~U.S.~~necessary ~~Trustee~~cost concessions from the Company’s ~~Operating~~business ~~Guidelines~~ and ~~Financial~~labor ~~Reporting~~partners, ~~Requirements~~which ~~for~~was ~~Chapter~~negatively 11impacting ~~cases. Such~~the ~~reports~~Company’s ~~are~~ability ~~also~~to ~~filed~~implement ~~with~~its ~~the~~previously ~~bankruptcy~~announced ~~court~~turnaround strategy.

On February 28, 2012, the ~~Debtors~~Bankruptcy ~~filed~~Court ~~their~~entered ~~monthly~~an ~~operating~~order ~~report~~(the “Confirmation ~~for~~Order”) confirming the ~~period~~Debtors’ ~~from~~First ~~January 1,~~Amended ~~2012~~Joint Plan of Reorganization Pursuant to ~~January~~Chapter 11 of the United States Bankruptcy Code, dated February 2817, 2012 (~~the~~as ~~“Monthly~~so ~~Operating~~amended ~~Report~~and supplemented, the “Plan”). ~~with~~Copies of the ~~Bankruptcy~~Plan ~~Court.~~and ~~The~~the ~~Monthly~~Debtor’s ~~Operating~~Disclosure ~~Report~~Statement isfor ~~attached~~the asDebtors’ ~~Exhibit~~Joint Plan of Reorganization Pursuant to Chapter 11 of the United States Bankruptcy Code, dated December 9919, 2011, are filed as Exhibits 2.1 and is2.2 hereto, respectively, and are incorporated herein by reference. ~~This~~The ~~current~~Debtors ~~report~~plan ~~(including~~to emerge from chapter 11 after satisfying the ~~exhibit~~remaining ~~hereto)~~conditions ~~will~~to ~~not~~effectiveness bespecified ~~deemed~~in anthe ~~admission~~Plan and the Amended and Restated SPAs (as defined below). The date that all conditions to the ~~materiality~~effectiveness of ~~any~~the ~~information~~Plan ~~required~~have tobeen besatisfied ~~disclosed~~or ~~solely~~waived byis ~~Regulation~~referred to FDherein as the “Effective Date”.

~~Limitation~~The onfollowing ~~Incorporation~~is a summary of the material matters contemplated to occur either pursuant to or in connection with the confirmation and implementation of the Plan. This summary only highlights certain of the substantive provisions of the Plan (and, in relation thereto, the Amended and Restated SPAs) and is not intended to be a complete description of, or a substitute for a full and complete reading of, the Plan or the Amended and Restated SPAs. This summary is qualified in its entirety by ~~Reference~~reference to the full text of the Plan and the Amended and Restated SPAs. In the event of any inconsistency or discrepancy between a description in this summary and the terms and provisions of the Plan or the Amended and Restated SPAs, the terms and provisions of the Plan and the Amended and Restated SPAs, respectively, shall govern for all purposes.

InOverall ~~accordance~~Structure ~~with General Instruction B.2~~ of ~~Form 8-K,~~ the ~~information~~Plan in this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by 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.

~~Cautionary~~The ~~Statement~~Plan ~~Regarding~~contemplates ~~Financial~~the ~~Operating~~reorganization ~~Data~~of the Company and the discharge of claims against and interests in the Company. As part of the Plan, the Debtors and the Investors (as defined below) entered into Amended and Restated SPAs, which are central to the Plan. Pursuant to the Amended and Restated SPAs, the Investors are providing a total new money cash investment of $490.0 million (the “New Money Commitment”) in the form of (i) new privately placed $210.0 million face value second lien notes due November 2017 (the “New Second Lien Notes”), to be purchased by the Investors at an aggregate purchase price equal to 95% of the face value, (ii) new privately placed $210.0 million face value convertible third lien notes due 2018 (the “New Convertible Third Lien Notes”), to be purchased by the Investors at the face value and (iii) a new privately placed $80.0 million investment in an aggregate of 800,000 shares of new common stock (the “New Equity”) in a newly formed company (“NewCo”), which will hold the Company as a wholly-owned subsidiary. In addition, Yucaipa (as defined herein) will acquire warrants to purchase New Equity representing 7% of the fully diluted common equity in NewCo at the time of the Effective Date and certain of the Investors will receive a Commitment Fee (see detailed discussion separately below).

~~Our~~Unless ~~Company~~otherwise ~~cautions~~provided ~~investors and potential investors not to place undue reliance upon the information contained~~ in the ~~Monthly~~Plan ~~Operating~~or ~~Report, which was not prepared for~~ the ~~purpose~~Amended ofand ~~providing~~Restated ~~the~~SPAs, ~~basis for an investment decision relating to any of~~ the ~~securities of our~~ Company. ~~The~~shall ~~Monthly~~use ~~Operating~~the ~~Report~~proceeds received isfrom ~~limited in scope, covers a limited time period, is limited to~~ the ~~Debtors’~~New ~~domestic~~Money ~~operations~~Commitment, ~~and~~together ~~has been prepared solely for the purpose of complying~~ with ~~the~~proceeds ~~monthly~~from ~~reporting requirements of~~ the ~~Bankruptcy~~Exit ~~Court.~~Facility ~~The~~(as ~~Monthly~~defined ~~Operating~~below) ~~Report~~and ~~contains~~other ~~financial~~funds ~~information~~held ~~that was not audited or reviewed~~ by ~~independent~~the ~~accountants,~~Debtors ~~was~~on ~~not prepared in accordance with Generally Accepted Accounting Principles in~~ the ~~United~~Effective ~~States~~Date, is(i) to inmake acash ~~format~~distributions ~~prescribed~~required by ~~applicable~~the ~~bankruptcy laws~~Plan, ~~and is subject~~ (ii) to ~~future~~pay ~~adjustment~~certain transaction ~~and~~expenses ~~reconciliation.~~not ~~There~~previously ~~can be no assurance that~~paid, from the perspective of an investor or potential investor in our Company’s securities, the Monthly Operating Report is complete. The Monthly Operating Report also contains information for periods which are shorter or otherwise different from those required in our Company’s reports pursuant (iii) to ~~the~~pay ~~Exchange~~other ~~Act,~~expenses ~~and such information might not be indicative~~ of ~~our Company’s financial condition or operating results for~~ the ~~period~~chapter ~~that~~11 ~~would be reflected in our Company’s financial statements or in its reports pursuant to the Exchange Act. The Debtors undertake no obligation to update or revise the Monthly Operating Report~~cases, ~~and readers are therefore cautioned~~ to ~~refer to~~ the ~~Debtors~~extent ~~Exchange~~so ~~Act~~ordered ~~filings. Results~~by ~~set forth in~~ the ~~Monthly~~Bankruptcy ~~Operating Report should not be viewed as indicative of future results~~Court, and ~~the Monthly Operating Report should not be used as a basis~~ (iv) for ~~making~~general ~~investment~~corporate ~~decisions regarding the Debtors’ securities~~purposes.

~~Cautionary~~Treatment ~~Statement~~of ~~Regarding~~Claims ~~Forward-Looking Statements~~

The ~~information~~Plan contained in this Current Report on Form 8-K may contain forward-looking statements about the future performance of our Company, and is based on our assumptions and beliefs in light of information currently available. We assume no obligation to update this information. These forward-looking statements are provides (subject to ~~uncertainties and other factors that could cause actual results to differ materially from such statements, including, but not limited to:~~ the ~~ability~~specific ofterms ~~the Debtors to continue as going concerns; the ability~~ of the ~~Debtors~~Plan ~~to obtain Bankruptcy Court approval~~ with respect to ~~motions~~each inclass ~~the chapter 11 cases; the ability~~ of ~~the Debtors to prosecute~~claims), ~~develop~~unless ~~and~~a ~~consummate~~holder ~~one or more plans~~ of ~~reorganization~~an ~~with~~allowed ~~respect~~claim agrees to ~~the~~a ~~chapter~~different 11treatment, ~~cases;~~for the ~~effects~~following oftreatment ~~the Bankruptcy Filing on the Debtors and the interests~~ of ~~various~~allowed ~~creditors,~~claims: ~~equity~~

~~holders~~• ~~and~~DIP ~~other~~Facility ~~constituents;~~(as ~~Bankruptcy~~defined ~~Court~~herein) ~~rulings~~claims ~~in the chapter 11 cases and the outcome of the cases in general; the length of time the Debtors~~ will ~~operate~~be ~~under~~satisfied ~~the chapter 11 cases; risks associated with third-party motions~~ in ~~the~~full 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 Debtors’ liquidity or results of operations; the ability 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 operation, to obtain and maintain normal terms with customers, suppliers and service providers and to retain key executives, managers and employees; various operating factors and general economic conditions, competitive practices and pricing in ~~the food industry generally and particularly in our principal geographic markets~~cash; 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 capital; supply or quality control problems with our vendors; regulatory compliance; and changes in economic conditions, 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 10-K 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 information, future events or circumstances, or otherwise.

~~These~~• ~~and~~Allowed ~~other~~administrative ~~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~~priority ~~debt~~claims ~~or equity securities. No assurance can be given as to what values, if any,~~ will be ~~ascribed~~satisfied in ~~the~~full ~~bankruptcy~~in ~~proceedings~~cash, toexcept ~~each~~for ofpriority ~~these~~tax ~~constituencies~~claims, ~~and~~which itare istreated ~~possible that the Debtors will be reorganized~~ in aaccordance ~~manner~~with ~~that will substantially reduce or eliminate any remaining value. Accordingly,~~ the ~~Debtors~~Bankruptcy ~~urge that the appropriate caution be exercised with respect to existing and future investments in any of these liabilities and/or securities.~~Code;

~~Item~~• 9Allowed claims relating to the Company’s existing 11.~~01.~~375% ~~Financial~~Senior ~~Statements~~Secured ~~and~~Notes ~~Exhibits~~due August 1, 2015 will be satisfied in cash (except for the make-whole claim, which has been waived); and

~~(d) Exhibits~~• Certain unsecured claims that are allowed may be eligible to receive contingent payments as set forth more fully on Exhibit 2 to the Confirmation Order.

Exhibit Number		Description
99.1		Monthly Operating Report for the period from January 1, 2012 to January 28, 2012, filed with the United States Bankruptcy Court for the Southern District of New York

Substantive Consolidation Settlement

~~SIGNATURES~~The Plan provides for a settlement and compromise of the issues relating to whether the liabilities and assets of the Debtors should be substantively consolidated for purposes of distributions under the Plan. Pursuant to the substantive consolidation settlement set forth within the Plan, certain holders of allowed unsecured claims may receive a contingent recovery (as set forth more fully on Exhibit 2 to the Confirmation Order), and holders of allowed guaranteed landlord claims (in Class I under the Plan) and pension claims (in Class J under the Plan) may be eligible to receive enhanced recoveries as compared to the recoveries received by the other holders of allowed unsecured claims.

~~Pursuant~~Amended toand ~~the~~Restated ~~requirements of the~~ Securities ~~Exchange~~Purchase ~~Act~~Agreements ~~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: March 2, 2012
	By:	/S/ Christopher W. McGarry
		Senior Vice President and General Counsel

On November 3, 2011, the Company entered into Amended and Restated Securities Purchase Agreements (the “SPAs”) to infuse the Company with $490.0 million new debt and equity investments from private investors comprised of (a) certain holders of the Company’s prepetition 5.125% unsecured convertible senior notes due in 2011, 6.75% unsecured convertible senior notes due in 2012 and 9.375% senior quarterly interest bonds due August 1, 2039 (such holders, the “Convertible Noteholders”), and (b) certain affiliates of The Yucaipa Companies LLC (“Yucaipa,” and with the Convertible Noteholders, the “Investors”). On December 6, 2011, the Bankruptcy Court entered an order authorizing the Company to execute and deliver to the Investors the SPAs. The SPAs were further amended by Amendment No. 1 to Amended and Restated Securities Purchase Agreements,

~~INDEX~~ dated TOas ~~EXHIBITS~~of February 16, 2012, by and among the Company, the Filing Subsidiaries and each of the entities listed on Schedule I thereto (“Amendment No. 1” and, together with the SPAs, the “Amended and Restated SPAs”). The Bankruptcy Court entered an order approving Amendment No. 1 and the Amended and Restated SPAs on February 17, 2012.

Exhibit No.		Description
99.1		Monthly Operating Report for the period from January 1, 2012 to January 28, 2012 filed with the United States Bankruptcy Court for the Southern District of New York

Pursuant to the Amended and Restated SPAs, the Investors are providing a total new money cash investment of $490.0 million in the form of (i) New Second Lien Notes, (ii) New Convertible Third Lien Notes and (iii) New Equity.

Upon the Effective Date, the Company’s existing debtor-in-possession financing facility (the “DIP Facility”) is required to be refinanced with a similar facility that will be raised on market terms that are in form and substance as set forth in the Amended and Restated SPAs (the “Exit Facility”). The proceeds of the Exit Facility and the New Money Commitment, combined with the Company’s then existing cash on hand will provide the funding for the reorganization.

The consummation of the transactions contemplated by the Plan and the Amended and Restated SPAs (the “Closing”) is subject to the fulfillment of certain conditions precedent, set forth in the Amended and Restated SPAs, which include the following:

•

The Company shall have obtained an Exit Facility with terms and provisions substantially similar to, and no less favorable in any material respect to the Company than, those agreed between the Company and the Investors (as set forth in those certain exhibits to Amendment No. 1) and the closing and initial funding under the Exit Facility shall occur substantially concurrently with the Closing;

•

On the date of the Closing, (i) the aggregate amount of the Company’s unrestricted cash and cash equivalents, minus the sum of (a) any revolving loans in excess of $10.0 million to be outstanding under the Exit Facility immediately after the Closing and (b) the amount of cash in stores (as defined in the Exit Facility) and in-transit cash, shall be at least $28 million, calculated giving effect to the transactions occurring as of the Closing; and (ii) the excess availability under the Exit Facility shall be at least $75 million (with certain fees and expenses being deducted for purposes of determining cash and cash equivalents after giving effect to the transactions occurring as of the Closing);

•

The Company’s total revenue for the period running from (and including) the four week financial reporting period ending November 5, 2011 through the week ending immediately prior to the Effective Date shall be at least equal to 90% of the total revenue projections set forth within the Amended and Restated SPAs, subject to certain adjustments; and

•

The Company’s total gross profit for the period running from (and including) the four week financial reporting period ending November 5, 2011 through the closed financial reporting period ending immediately prior to the Plan Effective Date shall be at least equal to 90% of the total gross profit projections set forth within the Amended and Restated SPAs, subject to certain adjustments.

If the Closing occurs, the Company will pay certain of the Investors a commitment fee in the aggregate amount of $40.0 million, payable in the form of New Convertible Third Lien Notes (the “Commitment Fee”). As a result, the aggregate outstanding balance of the New Convertible Third Lien Notes after the transaction will be $250.0 million.

Directors and Officers of Reorganized A&P

On the Effective Date, the term of the current members of the board of directors of our Company shall expire, and a new board of the post-Effective Date entity, NewCo shall be appointed pursuant to the Plan and the Amended and Restated SPAs. The new board shall consist of seven directors, of whom at least five directors shall be persons designated by the Investors, one director shall be designated by certain of the Company’s unions, and one person shall be the Chief Executive Officer of NewCo. The composition of the new board was previously disclosed pursuant to a Plan supplement filed with the Bankruptcy Court on January 27, 2012 (as such Plan supplement may be amended or modified as filed with the Bankruptcy Court).

Management Equity Incentive Plan

Pursuant to the Plan, NewCo will establish a Management Equity Incentive Program, which will provide for, among other things, participation in an equity pool of up to 7.5% of fully diluted equity of NewCo allocated in the discretion of the board of directors of NewCo.

Pension

As of the Effective Date, NewCo shall continue the Company’s defined benefit plans (as specified in the Plan) in accordance with their terms, ERISA, and the Internal Revenue Code. The pension claims and all proofs of claims filed on account thereof shall be deemed withdrawn as of the Effective Date without any further action of the Debtors, NewCo or The Pension Benefit Guaranty Corporation, and without any further action, order, or approval of the Bankruptcy Court. The Plan provides that any other Executory Contracts and Unexpired Leases are deemed rejected.

Treatment of Executory Contracts and Unexpired Leases

The Plan provides that on the Effective Date, and pursuant to the terms and conditions of the Amended and Restated SPAs, in addition to those Executory Contracts and Unexpired Leases (each as defined in the Plan) previously assumed by the Debtors pursuant to a Final Order (as defined in the Plan) (and not otherwise subsequently rejected prior to the Effective Date), the Debtors (in consultation with the official committee of unsecured creditors and the administrative agent for the Debtors’ DIP Facility) shall assume all of the Executory Contracts and Unexpired Leases listed on the schedule of “Assumed Executory Contracts and Unexpired Leases” in the Plan supplement filed with the Bankruptcy Court (as such Plan supplement may be subsequently amended or modified) and otherwise identified for assumption pursuant to the Plan. The Plan provides that, except as otherwise provided therein, any other Executory Contracts and Unexpired Leases are deemed rejected.

Securities to be Issued under the Plan

On the Effective Date, the outstanding shares of the old common stock (which is outstanding on the date hereof and identified by CUSIP No. 390064103) of the Company will be cancelled. The authorized capital stock of the reorganized Company is expected to consist of 800,000,000 shares of New Equity, 800,000 of which will be issued to certain of the Investors.

As discussed above, on the Effective Date, NewCo will also issue: (i) $210 million face amount of privately placed New Second Lien Notes, (ii) $250 million face amount of privately placed New Convertible Third Lien Notes, and (iii) warrants to purchase New Equity representing 7% of the fully diluted common equity in NewCo at the time of the Effective Date.

Certain Information Regarding Assets and Liabilities of the Company

Information regarding the assets and liabilities of the Company as the most recent practicable date is hereby incorporated by reference to the Company’s quarterly report on Form 10-Q for the fiscal quarter ended December 3, 2011 filed with the Securities and Exchange Commission on January 17, 2012.

Cautionary Statement Regarding Forward-Looking Statements

This Current Report includes forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, regarding, among other things, our plans, strategies and prospects, both business and financial. Although we believe that our plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, we cannot assure you that we will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions including, without limitation, the factors described under “Risk Factors” from time to time in our filings with the Securities and Exchange Commission (“SEC”). Many of the forward-looking statements contained in this Current Report may be identified by the use of forward-looking words such as “believe,” “expect,” “anticipate,” “should,” “plans,” “will,” “may,” “intend,” “estimated,” “aim,” “on track,” “target,” “opportunity” and “potential,” among others. Important factors that could cause actual results to differ materially from the forward-looking statements we make in this Current Report are set forth in other reports or documents that we file from time to time with the SEC, including our quarterly reports on Form 10-Q filed in 2011 and 2012 and our most recent annual report on Form 10-K filed in 2011 and include, but are not limited to:

•

the completion of the Company’s restructuring, including the outcome and impact on our business of the proceedings under chapter 11 of the Bankruptcy Code;

•

the ability of the Company to satisfy closing conditions under the Amended and Restated SPAs, the Plan and related documents;

•

the availability and access, in general, of funds to meet our debt obligations and to fund our operations and necessary capital expenditures, either through cash on hand, cash flows from operating activities, further borrowings or other sources and, in particular, our ability to fund debt obligations (by dividend, investment or otherwise) to the applicable obligor of such debt;

•

our ability to comply with all covenants in our indentures and credit facilities, any violation of which, if not cured in a timely manner, could trigger a default of our other obligations under cross-default provisions; and

•

our ability to repay debt prior to or when it becomes due and/or successfully access the capital or credit markets to refinance that debt through new issuances, exchange offers or otherwise.

All forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by this cautionary statement. We are under no duty or obligation to update any of the forward-looking statements after the date of this Current Report.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.


Exhibit No.		Description of Exhibit

2.1		Debtors’ First Amended Joint Plan of Reorganization Pursuant to Chapter 11 of the United States Bankruptcy Code, dated February 17, 2012.

2.2		Debtors’ Disclosure Statement for the Debtors’ Joint Plan of Reorganization Pursuant to Chapter 11 of the United States Bankruptcy Code, dated December 19, 2011 (incorporated by reference from Exhibit T3E-2 to the Form T-3 filed with the SEC on January 13, 2012).

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.

EXHIBIT INDEX


Exhibit No.		Description of Exhibit

2.1		Debtors’ First Amended Joint Plan of Reorganization Pursuant to Chapter 11 of the United States Bankruptcy Code, dated February 17, 2012.

2.2		Debtors’ Disclosure Statement for the Debtors’ Joint Plan of Reorganization Pursuant to Chapter 11 of the United States Bankruptcy Code, dated December 19, 2011 (incorporated by reference from Exhibit T3E-2 to the Form T-3 filed with the SEC on January 13, 2012).

THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.

Date: March 5, 2012

/s/ Christopher W. McGarry

Christopher W. McGarry

Senior Vice President and General Counsel

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