Form T-3
Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM T-3

FOR APPLICATIONS FOR QUALIFICATION OF INDENTURES

UNDER THE TRUST INDENTURE ACT OF 1939

 

 

THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.

(Name of Applicant)

Two Paragon Drive

Montvale, New Jersey 07645

(Address of Principal Executive Offices)

SECURITIES TO BE ISSUED UNDER THE

INDENTURE TO BE QUALIFIED

 

Title of Class

 

Amount

Floating Rate Second Lien Notes due 2017   Up to $72,000,000

Approximate date of proposed public offering:

On, or as soon as practicable following the Effective Date under the Joint Plan of Reorganization of The Great

Atlantic & Pacific Tea Company, Inc. and its Debtor Affiliates under Chapter 11 of the Bankruptcy Code

Christopher W. McGarry

Senior Vice President, General Counsel & Secretary

The Great Atlantic & Pacific Tea Company, Inc.

Two Paragon Drive

Montvale, New Jersey 07645

(Name and Address of Agent for Service)

Copies to:

Christian O. Nagler

Kirkland & Ellis LLP

601 Lexington Avenue

New York, NY 10022

(212) 446-4660

The obligor hereby amends this Application for Qualification on such date or dates as may be necessary to delay its effectiveness until (i) the 20th day after the filing of a further amendment which specifically states that it shall supersede this amendment, or (ii) such date as the Securities and Exchange Commission, acting pursuant to Section 307(c) of the Trust Indenture Act of 1939, as amended, may determine upon the written request of the obligor.

 

 

 


Table of Contents

Table of Contents

 

GENERAL

     1   

AFFILIATIONS

     4   

MANAGEMENT AND CONTROL

     5   

UNDERWRITERS

     9   

CAPITAL SECURITIES

     10   

INDENTURE SECURITIES

     12   

SIGNATURE

     19   

INDEX TO EXHIBITS

     27   

Form of Indenture

  

Form T-1

  

 

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EXPLANATORY NOTE

As described more fully in the Disclosure Statement for the Debtors’ Joint Plan of Reorganization Pursuant to Chapter 11 of the United States Bankruptcy Code (as amended or supplemented, the “Disclosure Statement”) and an accompanying Debtors’ Joint Plan of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code (as amended or supplemented, the “Plan”), copies of which are included as Exhibits T3E-1 and T3E-2, respectively, to this application, the Investors (as defined in the Plan) may elect to have a new holding company formed pursuant to the Securities Purchase Agreements (as defined in the Plan). If this should occur, the Floating Rate Second Lien Notes due 2017 (the “Replacement Notes”) which will be issued pursuant to the indenture to be qualified under this Form T-3 (the “Indenture”) may be issued by the new holding company. The new holding company is expected to be the direct parent of The Great Atlantic & Pacific Tea Company, Inc. (the “Company”). Should the Investors elect to form the new holding company, this application will be amended to reflect the issuance of the Replacement Notes by such new holding company and the guarantee by the Company of the issuer’s obligations under the Replacement Notes. Capitalized terms used herein and which are not otherwise defined herein shall have the meaning ascribed to them in the Plan.

GENERAL

 

1. General Information.

The Company is a corporation organized under the laws of the State of Maryland. The guarantors identified below (the “Guarantors” and, together with the Company, the “Applicants”) have the following forms of organization and jurisdictions of formation.

 

Guarantor

  

Form

  

Jurisdiction

2008 Broadway, Inc.

   Corporation    New York

AAL Realty Corporation

   Corporation    New York

Adbrett Corporation

   Corporation    Delaware

Amsterdam Trucking Corporation

   Corporation    New York

APW Supermarket Corporation

   Corporation    Delaware

APW Supermarkets, Inc.

   Corporation    New York

Bergen Street Pathmark, Inc.

   Corporation    New Jersey

Best Cellars DC Inc.

   Corporation    District of Columbia

Best Cellars Inc.

   Corporation    New York

Best Cellars Licensing Corp.

   Corporation    New York

Best Cellars Massachusetts, Inc.

   Corporation    Massachusetts

Best Cellars Va Inc.

   Corporation    Virginia

Bev, Ltd.

   Corporation    Delaware

Borman’s, Inc.

   Corporation    Delaware

Bridge Stuart, Inc.

   Corporation    New York

Clay-Park Realty Co., Inc.

   Corporation    New York

Compass Foods, Inc.

   Corporation    Delaware

East Brunswick Stuart LLC

   Limited Liability Company    Delaware

Farmer Jack’s Of Ohio, Inc.

   Corporation    Ohio

Food Basics, Inc.

   Corporation    Delaware

Gramatan Foodtown Corp.

   Corporation    New York

Grape Finds Licensing Corp.

   Corporation    New York

 

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Greenlawn Land Development Corp.

   Corporation    New York

Hopelawn Property I, Inc.

   Corporation    Delaware

Kohl’s Food Stores, Inc.

   Corporation    Wisconsin

Kwik Save Inc.

   Corporation    Pennsylvania

Lancaster Pike Stuart, LLC

   Limited Liability Company    Delaware

LBRO Realty, Inc.

   Corporation    New York

Lo-Lo Discount Stores, Inc.

   Corporation    Texas

MacDade Boulevard Stuart, LLC

   Limited Liability Company    Delaware

Mclean Avenue Plaza Corp.

   Corporation    New York

Milik Service Company, LLC

   Limited Liability Company    Virginia

Montvale Holdings, Inc.

   Corporation    New Jersey

North Jersey Properties, Inc. VI

   Corporation    Delaware

Onpoint, Inc.

   Corporation    Delaware

Pathmark Stores, Inc.

   Corporation    Delaware

Plainbridge, LLC

   Limited Liability Company    Delaware

S E G Stores, Inc.

   Corporation    Delaware

Shopwell, Inc.

   Corporation    Delaware

Spring Lane Produce Corp.

   Corporation    New York

Super Fresh Food Markets, Inc.

   Corporation    Delaware

Super Fresh/Sav-A-Center, Inc.

   Corporation    Delaware

Super Market Service Corp.

   Corporation    Pennsylvania

Super Plus Food Warehouse, Inc.

   Corporation    Delaware

Supermarkets Oil Company, Inc.

   Corporation    New Jersey

The Old Wine Emporium of Westport, Inc.

   Corporation    Connecticut

The South Dakota Great Atlantic & Pacific Tea Company, Inc.

   Corporation    South Dakota

Tradewell Foods of Conn., Inc.

   Corporation    Connecticut

Upper Darby Stuart, LLC

   Limited Liability Company    Delaware

Waldbaum, Inc.

   Corporation    New York

 

2. Securities Act Exemption Applicable.

The Company intends to offer, under the terms and subject to the conditions set forth in the Plan and its related Disclosure Statement, copies of which are included as Exhibits T3E-1 and T3E-2, respectively, to this application, the Replacement Notes.

As set forth more fully in the Plan and Disclosure Statement, the Replacement Notes will be issued only if the class of Second Lien Note Claims does not vote to accept the Plan and only to those holders of Second Lien Note Claims that actually elect to receive Replacement Notes in lieu of a cash payment on account of their allowed Second Lien Note Claims (each, an “Electing Holder”). See “Article III.C.1— “Treatment of Classes of Claims and Interests - Class A Second Lien Note Claims”) of the Plan. If the class of Second Lien Note Claims does not vote to accept the Plan, the Replacement Notes will be issued in an aggregate amount equal to the allowed amount of Second Lien Note Claims held by Electing Holders on account of their allowed Second Lien Note Claims and transferred to such Electing Holders. Pursuant to that certain Plan Support Agreement, as among the Debtors and certain claimholders, dated as

 

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of December 12, 2011, holders of approximately 79% in aggregate principal value of Second Lien Note Claims, or approximately $204 million of the $260 million in aggregate principal value of Second Lien Note Claims, have agreed to elect to receive cash on account of their Second Lien Note Claims pursuant to the Plan. The Company therefore anticipates that if the Replacement Notes are issued, they will be issued with respect to allowed claims held by holders of no more than $56 million in aggregate principal face value of Second Lien Notes if the class of Second Lien Note Claims does not vote to accept the Plan. The allowed claims of such holders will be determined by the Bankruptcy Court, however the Company expects that the amount of such allowed claims will not exceed $72.0 million. The Company intends to make the terms of the Replacement Notes available by causing such terms to be filed with the Bankruptcy Court and distributed to offerees during the week of January 17, 2012.

The Replacement Notes will be issued pursuant to an indenture to be qualified under this Form T-3 (the “Indenture”), a draft copy of which is included as Exhibit T3C to this application. See “Article IV — Provisions for Implementation of the Plan” in the Plan.

Generally, Section 1145(a)(1) of the United States Bankruptcy Code (the “Bankruptcy Code”) exempts an offer and sale of securities under a plan of reorganization from registration under the Securities Act of 1933 (the “Securities Act”) and state securities laws if three principal requirements are satisfied: (i) the securities must be offered and sold under a plan of reorganization and must be securities of the debtor, an affiliate participating in a joint plan with the debtor or a successor to the debtor under the plan; (ii) the recipients of the securities must hold a prepetition or administrative expense claim against the debtor or an interest in the debtor; and (iii) the securities must be issued entirely in exchange for the recipient’s claim against or interest in the debtor, or principally in such exchange and partly for cash or property. The Applicant believes that the offer of the Replacement Notes under the solicitation of acceptances for the Plan and the exchange of Replacement Notes for allowed Second Lien Note Claims held by Electing Holders, together with certain other consideration, under the Plan will satisfy the requirements of Section 1145(a)(1) of the Bankruptcy Code and, therefore, such offer and exchange is exempt from the registration requirements referred to above. To the extent that the solicitation of acceptances of the Plan constitutes an offer of new securities not exempt from registration under Section 1145(a)(1), the Company will also rely on Section 4(2) of the Securities Act and, to the extent applicable, Regulation D promulgated thereunder. See “Article IV — Registration Exemptions” of the Plan.

 

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AFFILIATIONS

 

3. Affiliates.

The following diagram indicates the relationship of each Applicant to each of their respective affiliates. Connecting lines indicate 100% ownership of voting securities, unless otherwise stated.

LOGO

 

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The Company expects all of these entities to exist upon consummation of the Plan, in the ownership structure shown above. Additional entities may be formed in connection with the consummation of the Plan or thereafter.

Certain persons may be deemed to be “affiliates” of the Applicants commencing on the Effective Date by virtue of their anticipated holdings of voting securities of the Company following the Effective Date. See Item 5, “Principal Owners of Voting Securities.” In addition, certain directors and executive officers of the Company may be deemed to be “affiliates” of the Company by virtue of their positions with the Company. See Item 4, “Directors and Executive Officers.”

MANAGEMENT AND CONTROL

 

4. Directors and Executive Officers.

(a) The Company.

The names of all directors and executive officers of the Company as of the date of this Application are set forth below. The mailing address and telephone number of each director and executive officer is c/o The Great Atlantic & Pacific Tea Company, Two Paragon Drive, Montvale, New Jersey 07645.

 

Name

  

Position

Samuel Martin, III

   President and Chief Executive Officer

Frederic Brace

   Executive Vice President, Chief Administrative Officer, Chief Financial Officer and Chief Restructuring Officer

Paul Hertz

   Executive Vice President of Operations

Thomas O’Boyle

   Executive Vice President of Merchandising, Marketing and Supply/Logistics

Christopher W. McGarry

   Senior Vice President, General Counsel and Corporate Secretary

Carter Knox

   Senior Vice President, Human Resources and Communications

Melissa E. Sungela

   Senior Vice President and Corporate Controller

Christian W.E. Haub

   Chairman and Director

John Barline

   Director

Thomas Casey

   Director

Andreas Guldin

   Director

Edward Lewis

   Director

Dan Kourkoumelis

   Director

Gregory Mays

   Director

Gregory Rayburn

   Director

Maureen Tart-Bezer

   Director

Terrence Wallock

   Director

On the Effective Date, in accordance with the Plan, new directors will be appointed and the current directors will no longer serve in that capacity.

(b) The Guarantors.

The names and positions of all directors and executive officers of each of the Guarantors as of the date of this Application are set forth below. The mailing address and telephone number of each director and executive officer is c/o The Great Atlantic & Pacific Tea Company, Two Paragon Drive, Montvale, New Jersey 07645.

 

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Frederic

Brace

 

Christopher
McGarry

 

Joan

Roensch

 

James
Lukowski

 

Melissa
Sungela

 

Barbara

Bailey

 

Richard

Ford

2008 Broadway, Inc.

  P(1), T(2), D(3)   VP(4), S(5), D   AS(6)        

AAL Realty Corporation

  P, T, D   VP, S, D          

Adbrett Corporation

  P, T, D   VP, S, D          

Amsterdam Trucking Corporation

  P, T, D   VP, S, D     VP      

APW Supermarket Corporation

  P, T, D   VP, S, D          

APW Supermarkets, Inc.

  C(7), T, D   VP, S, D          

Bergen Street Pathmark, Inc.

  P, T, D   VP, S, D          

Best Cellars DC Inc.

  D   P, T, D       S    

Best Cellars Inc.

  D   P, T, D       S    

Best Cellars Licensing Corp.

  D   P, T, D       S    

Best Cellars Massachusetts, Inc.

  D   P, T, D       S    

Best Cellars VA Inc.

  D   P, T, D       S    

BEV, Ltd.

  P, T, D   VP, S, D     VP      

Borman’s, Inc.

  P, T, D   VP, S, D          

Bridge Stuart, Inc.

  P, T, D   VP, S, D          

Clay-Park Realty Co., Inc.

  P, T, D   VP, S, D     VP      

Compass Foods, Inc.

  P, T, D   VP, S, D   AS        

East Brunswick Stuart LLC

  VP, T, D   P, S, D   AS        

Farmer Jack’s of Ohio, Inc.

  P, T, D   VP, S, D     VP      

Food Basics, Inc.

  P, T, D   VP, S, D          

Gramatan Foodtown Corp.

  P, T, D   VP, S, D     VP      

Grape Finds Licensing Corp.

  D   P, T, D       S    

Greenlawn Land Development Corp.

  P, T, D   VP, S, D     VP      

Hopelawn Property I, Inc.

  EVP(8), T, D   VP, S, D          

Kohl’s Food Stores, Inc.

  P, T, D   VP, S, D          

Kwik Save Inc.

  P, T, D   VP, S, D          

Lancaster Pike Stuart, LLC

  VP, T, D   P, S, D   AS        

LBRO Realty, Inc.

  P, T, D   VP, S, D     VP      

Lo-Lo Discount Stores, Inc.

    VP, T, D         AS, D   P, D

Mac Dade Boulevard Stuart, LLC

  VP, T, D   P, S, D   AS        

McLean Avenue Plaza Corp.

  P, T, D   VP, S, D     VP      

Milik Service Company, LLC

  VP, T, D   P, S, D   AS        

 

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Frederic

Brace

 

Christopher
McGarry

 

Joan

Roensch

 

James
Lukowski

 

Melissa
Sungela

 

Barbara

Bailey

 

Richard

Ford

Montvale Holdings, Inc.

  P, T, D   VP, S, D   AS        

North Jersey Properties, Inc. VI

  D   P, T, D   S        

Onpoint, Inc.

  D   P, T, D   S        

Pathmark Stores, Inc.

  P, D   VP, S, D   AS        

Plainbridge, LLC

  VP, T, D   P, S, D   AS        

SEG Stores, Inc.

  P, T, D   VP, S, D     VP      

Shopwell, Inc.

  P, T, D   VP, S, D   AS        

Spring Lane Produce Corp.

  P, T, D   VP, S, D     VP      

Super Fresh Food Markets, Inc.

  P, T, D   VP, S, D   AS        

Super Fresh/Sav-A-Center, Inc.

  P, T, D   VP, S, D   AS        

Super Market Service Corp

  P, T, D   VP, S, D   AS        

Super Plus Food Warehouse, Inc.

  P, T, D   VP, S, D   AS        

Supermarkets Oil Company, Inc.

  P, T, D   VP, S, D          

The Old Wine Emporium of Westport, Inc.

  P, D   S, D          

The South Dakota Great Atlantic & Pacific Tea Company, Inc.

  P, T, D   VP, S, D   AS        

Tradewell Foods of Conn., Inc.

  P, T, D   VP, S, D          

Upper Darby Stuart, LLC

  VP, T, D   P, T, D   AS        

Waldbaum, Inc.

  P, T, D   VP, S, D          

 

(1) President
(2) Treasurer
(3) Director or Manager, as applicable
(4) Vice President
(5) Secretary
(6) Assistant Secretary
(7) Chairman
(8) Executive Vice President

 

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5. Principal Owners of Voting Securities.

Presented below is certain information regarding each person known to the Company to own 10% or more of any of the voting securities of the Company as of the date of this Application:

 

Name and Address of Beneficial Owner

  

Title of

Class

   Number of Shares
Owned(1)
     % of All Voting
Securities
 

Christian W. E. Haub (2)

67 Mason Street

Greenwich, CT 06830

   Common Stock      24,390,777         45
  

 

Series A-T

Preferred Stock

    
60,000
  
    
100

Erivan Karl Haub (2)

Wissollstrasse 5-43

45478 Mülheim an der Ruhr,

Germany

   Common Stock      24,110,864         44
  

 

Series A-T

Preferred Stock

    
60,000
  
    
100

Karl-Erivan Warder Haub (2)

Wissollstrasse 5-43

45478 Mülheim an der Ruhr,

Germany

   Common Stock      23,798,764         44
  

 

Series A-T

Preferred Stock

    
60,000
  
    
100

Tengelmann Warenhandelsgesell

schaft KG (2)

Wissollstrasse 5-43

45478 Mülheim an der Ruhr,

Germany

   Common Stock      23,785,764         44
  

 

Series A-T

Preferred Stock

     60,000         100

The Yucaipa Companies LLC (3)

9130 W. Sunset Boulevard Los Angeles,

CA 90069

   Common Stock      2,592,610         5
  

 

Series A-Y

Preferred Stock

    
115,000
  
    
100

 

(1) 

For purposes of this table, a person or a group of persons is deemed to have “beneficial ownership” of any shares which such person has the right to acquire as of the date of this Application. For purposes of computing the percentage of outstanding shares held by each person or group of persons named above on a given date, any shares which such person or persons has the right to acquire within 60 days after such date are deemed to be outstanding, but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person.

(2) 

The Company obtained the information regarding Tengelmann Warenhandelsgesellschaft KG (“Tengelmann”), Tengelmann Verwaltungsund Beteiligungs GmbH (“TVB”), Emil Capital Partners, LLC (“ECP”), Erivan Karl Haub (“Erivan”), Karl-Erivan Warder Haub (“Karl-Erivan”) and Christian W. E. Haub (“Christian”) from such persons, and from a Schedule 13D filed with the SEC on February 4, 2011. Tengelmann is engaged in general retail marketing. It owns, operates and has investments in, through affiliated companies and subsidiaries, several chains of stores, which principally sell grocery and department store items throughout the Federal Republic of Germany, other European countries and the United States. The general partners of Tengelmann are, TVB and two of Erivan’s sons, Karl-Erivan and Christian. Georg Haub is Erivan’s third son and is a Managing Director of a company affiliated with Tengelmann and a citizen of the United States and the Federal Republic of Germany whose business address is Wissollstrasse 5-43, 45478 Muelheim an der Ruhr, Federal Republic of Germany. TVB is the sole managing partner of Tengelmann. By virtue of the articles of association of Tengelmann, TVB has the exclusive right to direct Tengelmann and is solely responsible for its conduct. TVB, whose only stockholders are Erivan Karl Haub and his three sons, is not an operating company. Karl-Erivan and Christian are the only Managing Directors of TVB and by virtue of this office are co-CEOs of Tengelmann. On August 9, 2009, Tengelmann acquired 60,000 shares of Series A-T Preferred Stock.

 

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(3) 

This information has been obtained from a Schedule 13D/A filed with the SEC on December 15, 2010, filed jointly by (i) Ronald W. Burkle, (ii) Yucaipa Corporate Initiatives Fund I, LLC, a Delaware limited liability company (“YCI LLC”), (iii) Yucaipa Corporate Initiatives Fund I, LP, a Delaware limited partnership (“YCI”), (iv) Yucaipa American Management, LLC, a Delaware limited liability company (“Yucaipa American”), (v) Yucaipa American Funds, LLC, a Delaware limited liability company (“Yucaipa American Funds”), (vi) Yucaipa American Alliance Fund I, LLC, a Delaware limited liability company (“YAAF LLC”), (vii) Yucaipa American Alliance Fund I, LP, a Delaware limited partnership (“YAAF”), (viii) Yucaipa American Alliance (Parallel) Fund I, LP, a Delaware limited partnership, (ix) Yucaipa American Alliance Fund II, LLC, a Delaware limited liability company (“YAAF II LLC”), (x) Yucaipa American Alliance Fund II, LP, a Delaware limited partnership (“YAAF II”), (xi) Yucaipa American Alliance (Parallel) Fund II, LP, a Delaware limited partnership (“YAAF II Parallel”). Mr. Burkle is the managing member of YCI LLC, which is the general partner of YCI. Mr. Burkle is the managing member of Yucaipa American, which is the managing member of Yucaipa American Funds, which is the managing member of YAAF LLC, which, in turn, is the general partner of YAAF. Yucaipa American Funds is also the managing member YAAF II LLC, which, in turn, is the general partner of YAAF II and YAAF II Parallel.

The ownership of voting securities of each of the Guarantors is set forth in Item 3.

If the Plan is consummated, all of the currently outstanding securities of the Company will be cancelled as of the Effective Date. Immediately following the Effective Date, it is expected that funds managed or advised by the following parties will own 10% or more of the authorized and outstanding voting securities of the reorganized Company, as provided in the Plan:

 

Goldman Sachs Asset Management, L.P. (1)

Mount Kellett Capital Management LP (2)

The Yucaipa Companies LLC (3)

 

 

(1) The address of Goldman Sachs Asset Management, L.P. is: c/o Liberty Harbor, 1 American Lane, Greenwich, CT 06831, Attention: Thomas Secor.
(2) The address of Mount Kellett Capital Management LP is: c/o Mt. Kellett Capital Management, 623 Fifth Avenue, 18th Floor, New York, New York 10022, Attention: Andrew Axelrod.
(3) The address of The Yucaipa Companies LLC is: c/o The Yucaipa Companies LLC, 9130 W. Sunset Boulevard Los Angeles, California 90069 Attention: Robert Bermingham.

The principal owners of the voting securities of each of the Guarantors are expected to remain the same if the Plan is consummated.

UNDERWRITERS

 

6. Underwriters.

(a) No person has acted as an underwriter of any securities of the Company within three years prior to the date of filing this Application for Qualification.

(b) No person is acting as a principal underwriter of the Replacement Notes proposed to be offered pursuant to the Indenture.

 

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CAPITAL SECURITIES

 

7. Capitalization.

(a) The following table sets forth information with respect to each authorized class of securities of the Applicants as of January 1, 2012:

 

  (i) Equity Securities of the Company

 

Title of Class

   Number of Shares
Authorized
     Number of Shares
Outstanding

Common Stock

     260,000,000       53,852,470

Preferred Stock

     3,000,000       Series A-T: 60,000
      Series A-Y: 115,000

It is anticipated that the capitalization for the Company will be as follows as of the Effective Date:

 

Title of Class

   Amount
Authorized
     Amount
Outstanding
 

New Common Stock

     8,000,000         800,000   

New Preferred Stock

     50,000         0   

Convertible Third Lien Notes due 2018
(with voting rights)

   $ 550,000,000       $ 250,000,000   

 

  (ii) Equity Securities of the Guarantors

 

Guarantor

  

Title of Class

  

Number of Shares

Authorized

  

Number of Shares
Outstanding

2008 Broadway, Inc.

   Common stock    1,000    1,000

AAL Realty Corporation

   Common stock    1,000    100

Adbrett Corporation

   Common stock    1,000    1000

Amsterdam Trucking Corporation

   Common stock    200    200

APW Supermarket Corporation

  

Class A Common Stock,

Class B Common Stock

  

Class A Common

Stock: 100,000

Class B Common

Stock: 100,000

   18,715.43 Class B Common Stock

APW Supermarkets, Inc.

   Common stock    1,000    1,000

Bergen Street Pathmark, Inc.

   Common stock    90    90

Best Cellars DC Inc.

   Common stock    1,000    1,000

Best Cellars Inc.

   Common stock; Preferred stock   

Common stock: 15,000,000

Preferred Stock: 3,300,000

   100 Common Stock

Best Cellars Licensing Corp.

   Common stock    100    100

Best Cellars Massachusetts, Inc.

   Common stock    12,500    12,500

Best Cellars Va Inc.

   Common stock    1,000    100

Bev, Ltd.

   Common stock    5,000    5,000

 

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Borman’s, Inc.

   Common stock    1,000    1,000

Bridge Stuart, Inc.

   Common stock    200    100

Clay-Park Realty Co., Inc.

   Common stock    200    100

Compass Foods, Inc.

   Common stock    100    10

East Brunswick Stuart LLC

   Common Units    100    100

Farmer Jack’s Of Ohio, Inc.

   Common stock    500    0

Food Basics, Inc.

   Common stock    100    100

Gramatan Foodtown Corp.

   Common stock    200    200

Grape Finds Licensing Corp.

   Common stock    100    100

Greenlawn Land Development Corp.

   Common stock    20,000    1

Hopelawn Property I, Inc.

   Common stock    1,000    1,000

Kohl’s Food Stores, Inc.

   Common stock    60,000    56,000

Kwik Save Inc.

   Common stock    1,000    1000

Lancaster Pike Stuart, LLC

   Common Units    100    100

LBRO Realty, Inc.

   Common stock    200    200

Lo-Lo Discount Stores, Inc.

   Common stock    10,000    1,000

MacDade Boulevard Stuart, LLC

   Common Units    100    100

Mclean Avenue Plaza Corp.

   Common stock    200    200

Milik Service Company, LLC

   Membership Interest    100    100

Montvale Holdings, Inc.

   Common stock    1,000    1000

North Jersey Properties, Inc. VI

   Common stock    1,000    1,000

Onpoint, Inc.

   Common stock    1,000    1,00

Pathmark Stores, Inc.

   Common stock; Preferred stock   

Common stock: 2,500

Preferred stock: 500

   2,500 Common Stock

Plainbridge, LLC

   Membership Interest    100    100

S E G Stores, Inc.

   Common stock    3,000    3,000

Shopwell, Inc.

   Common stock; Preferred Stock    100    1

Spring Lane Produce Corp.

   Common Stock    100    100

Super Fresh Food Markets, Inc.

   Common Stock    1,000    1,000

Super Fresh/Sav-A-Center, Inc.

   Common Stock    1,000    1,000

Super Market Service Corp.

   Common Stock    1,500    500

Super Plus Food Warehouse, Inc.

   Common Stock    1,000    1,000

Supermarkets Oil Company, Inc.

   Common Stock    1,000    100

The Old Wine Emporium of Westport, Inc.

   Common Stock    500    100

The South Dakota Great Atlantic & Pacific Tea Company, Inc.

   Common Stock    1,000    1,000

Tradewell Foods of Conn., Inc.

   Common Stock    20    10

Upper Darby Stuart, LLC

   Common Units    100    100

Waldbaum, Inc.

  

Preferred Stock; Class A

Stock; Class B Stock

  

Preferred Stock: 1000000

Class A Stock: 12000000

Class B Stock: 7000000

   1,000

 

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It is anticipated that the capitalization table set forth above for the Guarantors will remain unchanged as of the Effective Date.

(b) Holders of Common Stock of the Company or the reorganized Company are entitled to one vote per share of common stock. Holders of Preferred Stock of the Company or the reorganized Company vote together with the holders of Common Stock and are entitled to such number of votes as the number of shares of Common Stock into which such Preferred Stock would be convertible at the time of the record date for any such vote. Holders of Convertible Third Lien Notes due 2018 will be entitled to vote on an as-converted basis.

Holders of membership interests of each Guarantor that is a limited liability company are entitled to one vote per each interest registered in such holder’s name. Holders of common stock of each Guarantor that is a corporation, with the exception of APW Supermarket Corporation, are entitled to one vote per each share registered in such holder’s name. Holders of Class B Common Stock of APW Supermarket Corporation are not entitled to vote, except as required by law.

INDENTURE SECURITIES

 

8. Analysis of Indenture Provisions.

The Replacement Notes will be subject to the Indenture among the Company, the Guarantors and the trustee named therein (the “Trustee”). The following is a general description of certain provisions of the Indenture, and the description is qualified in its entirety by reference to the form of Indenture filed as Exhibit T3C herewith. Capitalized terms used below and not defined herein have the meanings ascribed to them in the Indenture.

(a) Events of Default; Withholding of Notice.

The occurrence of any of the following events will constitute an Event of Default under the Indenture: (1) failure to pay interest (after a 30-day grace period), (2) failure to pay principal, (3) failure to comply with any covenants for a period of 45 days after notice, (4) involuntary or voluntary insolvency, (5) default under the collateral documents for a period of 45 days after notice and (6) an acceleration of the New Second Lien Notes (as defined in the Plan) upon an Event of Default (as defined in the indenture governing the New Second Lien Notes.

For so long as the New Second Lien Notes remain outstanding and have not been repaid or defeased in full in accordance with their terms, holders of Replacement Notes shall not be permitted to declare a default, accelerate indebtedness, or exercise remedies on account of the Replacement Notes unless and until an Event of Default (as defined in the indenture governing the New Second Lien Notes) has occurred under the New Second Lien Notes and the New Second Lien Notes have been accelerated in accordance with their terms.

Pursuant to Section 6.02 of the Indenture, if an Event of Default (other than an Event of Default arising from clause (4) listed above) shall have occurred and be continuing, then, subject to the restriction described in the preceding paragraph, the Trustee or the holders of not less than 25% in aggregate principal amount of the Replacement Notes then outstanding may declare to be immediately due and payable the entire principal amount of all the Replacement Notes then outstanding plus accrued interest to the date of acceleration. Notwithstanding the foregoing, if an Event of Default specified in clause (4) above occurs with respect to the Company, all outstanding Replacement Notes shall become due and payable immediately without further action, notice or declaration on the part of the Trustee or any holder.

 

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If a Default occurs and is continuing and if it is known to the Trustee, the Trustee shall mail to each holder of Replacement Notes notice of the Default within 90 days after it occurs.

(b) Authentication and Delivery of New Senior Notes; Application of Proceeds.

The Replacement Notes may be executed on behalf of the Company by any two Officers. The signature of these Officers on the Replacement Notes may be by facsimile or manual signature in the name and on behalf of the Company. A Replacement Note shall not be valid until authenticated by the manual signature of the Trustee. The signature shall be conclusive evidence that the Replacement Note has been authenticated under the Indenture. The Trustee shall, upon a written order of the Company signed by two Officers, authenticate the Replacement Notes for original issue. The Trustee may appoint an authenticating agent to authenticate the Replacement Notes. An authenticating agent may authenticate the Replacement Notes whenever the Trustee may do so.

The Replacement Notes will be issued only if the class of Second Lien Note Claims does not vote to accept the Plan and only to those holders of Second Lien Note Claims that actually elect to receive Replacement Notes in lieu of a cash payment on account of their allowed Second Lien Note Claims. As a result, the Company will not realize any proceeds from such issuance.

(c) Release of Collateral.

Pursuant to Section 11.03 of the Indenture, subject to certain subsections of Section 11.03 of the Indenture, Collateral may be released from the Lien and security interest created by the Collateral Documents at any time or from time to time in accordance with the provisions of the Collateral Documents or as provided in the Indenture. In addition, upon the request of the Company pursuant to an Officers’ Certificate certifying that all conditions precedent under the Indenture have been met, then (at the Company’s expense) the Collateral Agent shall release (or cause to be released) any Collateral permitted to be released pursuant to the Indenture or the Collateral Documents.

(d) Satisfaction and Discharge.

The Indenture will be discharged and will cease to be of further effect as to all outstanding Replacement Notes hereunder, and the Trustee, upon receipt from the Company of an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent to satisfaction and discharge have been satisfied, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when either

(1) all Replacement Notes that have been authenticated (except lost, stolen or destroyed Replacement Notes that have been replaced or paid and Replacement Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company) have been delivered to the Trustee for cancellation; or

(2) (A) all Replacement Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable within one year and the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Replacement Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; (B) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such

 

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deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound; (C) the Company or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture and not provided for by the deposit required by clause (A) above; and (D) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Replacement Notes at maturity or the redemption date, as the case may be.

(e) Evidence of Compliance with Conditions and Covenants.

The Company shall deliver to the Trustee, within 120 days after the end of each fiscal year, a certificate signed by the Company’s principal executive officer, principal financial officer or principal accounting officer stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing officer with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to the officer signing such certificate, that to the best of his or her knowledge the Company has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that to the best of his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of or interest, if any, on the Replacement Notes is prohibited or if such event has occurred, a description of the event and what action the Company is taking or proposes to take with respect thereto.

The Company shall, so long as any of the Replacement Notes are outstanding, deliver to the Trustee, forthwith upon the Company or any Officer becoming aware of any Default or Event of Default, an Officers’ Certificate specifying such Default or Event of Default and what action the Company is taking or proposes to take with respect thereto.

 

9. Other Obligors.

All of the Replacement Notes will be guaranteed by the Guarantors.

Contents of application for qualification. This application for qualification comprises:

(a) Pages numbered 1 to 14, consecutively.

(b) The statement of eligibility and qualification on Form T-1 of the trustee under the Indenture to be qualified (to be filed by amendment).

(c) The following exhibits in addition to those filed as part of the Form T-1 statement of eligibility and qualification of the Trustee:

 

T3A-1

   Articles of Amendment and Restatement to Amended and Restated Articles of Incorporation of The Great Atlantic & Pacific Tea Company, Inc. (incorporated herein by reference to Exhibit 3.1 to Form 8-K filed on November 8, 2007)

T3A-2*

   Certificate of Incorporation of 2008 Broadway, Inc., as amended

T3A-3*

   Certificate of Incorporation of AAL Realty Corporation

 

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T3A-4*

   Certificate of Incorporation of Adbrett Corporation

T3A-5*

   Certificate of Incorporation of Amsterdam Trucking Corporation , as amended

T3A-6*

   Certificate of Incorporation of APW Supermarket Corporation, as amended

T3A-7*

   Certificate of Incorporation of APW Supermarkets, Inc.

T3A-8*

   Restated Certificate of Incorporation of Bergen Street Pathmark, Inc.

T3A-9*

   Articles of Incorporation of Best Cellars DC Inc.

T3A-10*

   Restated Certificate of Incorporation of Best Cellars Inc., as amended

T3A-11*

   Certificate of Incorporation of Best Cellars Licensing Corp.

T3A-12*

   Articles of Organization of Best Cellars Massachusetts, Inc.

T3A-13*

   Certificate of Incorporation of Best Cellars Va Inc., as amended

T3A-14*

   Certificate of Incorporation of Bev, Ltd.

T3A-15*

   Certificate of Incorporation of Borman’s, Inc., as amended

T3A-16*

   Certificate of Incorporation of Bridge Stuart, Inc.

T3A-17*

   Certificate of Incorporation of Clay-Park Realty Co., Inc., as amended

T3A-18*

   Certificate of Incorporation of Compass Foods, Inc.

T3A-19*

   Certificate of Formation of East Brunswick Stuart LLC, as amended

T3A-20*

   Articles of Incorporation of Farmer Jack’s Of Ohio, Inc.

T3A-21*

   Certificate of Incorporation of Food Basics, Inc.

T3A-22*

   Certificate of Incorporation of Gramatan Foodtown Corp.

T3A-23*

   Articles of Incorporation of Grape Finds Licensing Corp.

T3A-24*

   Certificate of Incorporation of Greenlawn Land Development Corp.

T3A-25*

   Certificate of Formation of Hopelawn Property I, Inc.

T3A-26*

   Articles of Incorporation of Kohl’s Food Stores, Inc., as amended

T3A-27*

   Certificate of Incorporation of Kwik Save Inc.

T3A-28*

   Certificate of Formation of Lancaster Pike Stuart, LLC, as amended

T3A-29*

   Certificate of Incorporation of LBRO Realty, Inc.

T3A-30*

   Certificate of Incorporation of Lo-Lo Discount Stores, Inc., as amended

T3A-31*

   Certificate of Formation of MacDade Boulevard Stuart, LLC, as amended

T3A-32*

   Certificate of Incorporation of Mclean Avenue Plaza Corp., as amended

 

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T3A-33*

   Articles of Organization of Milik Service Company, LLC

T3A-34*

   Certificate of Incorporation of Montvale Holdings, Inc.

T3A-35*

   Certificate of Incorporation of North Jersey Properties, Inc. VI

T3A-36*

   Certificate of Incorporation of Onpoint, Inc., as amended

T3A-37*

   Amended and Restated Certificate of Incorporation of Pathmark Stores, Inc., as amended

T3A-38*

   Certificate of Formation of Plainbridge, LLC, as amended

T3A-39*

   Certificate of Incorporation of S E G Stores, Inc., as amended

T3A-40*

   Restated Certificate of Incorporation of Shopwell, Inc., as amended

T3A-41*

   Certificate of Incorporation of Spring Lane Produce Corp.

T3A-42*

   Certificate of Incorporation of Super Fresh Food Markets, Inc., as amended

T3A-43*

   Certificate of Incorporation of Super Fresh/Sav-A-Center, Inc., as amended

T3A-44*

   Articles of Incorporation of Super Market Service Corp.

T3A-45*

   Certificate of Incorporation of Super Plus Food Warehouse, Inc.

T3A-46*

   Certificate of Incorporation of Supermarkets Oil Company, Inc.

T3A-47*

   Certificate of Incorporation of The Old Wine Emporium of Westport, Inc., as amended

T3A-48*

   Articles of Incorporation of The South Dakota Great Atlantic & Pacific Tea Company, Inc.

T3A-49*

   Certificate of Incorporation of Tradewell Foods of Conn., Inc.

T3A-50*

   Certificate of Formation of Upper Darby Stuart, LLC

T3A-51*

   Restated Certificate of Incorporation of Waldbaum, Inc., as amended

T3B-1.1

   By-Laws of The Great Atlantic & Pacific Tea Company, Inc., as amended and restated (incorporated herein by reference to Exhibit 3.1 to Form 8-K filed on August 5, 2009).

T3B-1.2

   Articles Supplementary of 8% Cumulative Convertible Preferred Stock Series A-T, A-Y, B-T and B-Y of The Great Atlantic & Pacific Tea Company, Inc. (incorporated herein by reference to Exhibit 4.1 to Form 8-K filed on August 5, 2009).

T3B-2*

   By-laws of 2008 Broadway, Inc.

T3B-3*

   By-laws of AAL Realty Corporation

T3B-4*

   By-laws of Adbrett Corporation

T3B-5*

   By-laws of Amsterdam Trucking Corporation

T3B-6*

   By-laws of APW Supermarket Corporation

T3B-7*

   By-laws of APW Supermarkets, Inc.

T3B-8*

   By-laws of Bergen Street Pathmark, Inc.

T3B-9*

   Amended and Restated By-laws of Best Cellars DC Inc.

 

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T3B-10*

   By-laws of Best Cellars Inc.

T3B-11*

   Amended and Restated By-laws of Best Cellars Licensing Corp.

T3B-12*

   Amended and Restated By-laws of Best Cellars Massachusetts, Inc.

T3B-13*

   Amended and Restated By-laws of Best Cellars Va Inc.

T3B-14*

   Amended and Restated By-laws of Bev, Ltd.

T3B-15*

   By-laws of Borman’s, Inc.

T3B-16*

   By-laws of Bridge Stuart, Inc.

T3B-17*

   By-laws of Clay-Park Realty Co., Inc.

T3B-18*

   By Laws of Compass Foods, Inc., as amended and restated

T3B-19*

   Operating Agreement of East Brunswick Stuart LLC

T3B-20*

   By-laws of Food Basics, Inc.

T3B-21*

   By-laws of Gramatan Foodtown Corp.

T3B-22*

   By-laws of Grape Finds Licensing Corp.

T3B-23*

   Bylaws of Hopelawn Property I, Inc.

T3B-24*

   By-laws of Kohl’s Food Stores, Inc.

T3B-25*

   By-laws of Kwik Save Inc., as amended

T3B-26*

   Amended and Restated Operating Agreement of Lancaster Pike Stuart, LLC

T3B-27*

   By-laws of LBRO Realty, Inc.

T3B-28*

   By-laws of Lo-Lo Discount Stores, Inc., as amended

T3B-29*

   MacDade Boulevard Stuart, LLC Operating Agreement

T3B-30*

   By-laws of Mclean Avenue Plaza Corp.

T3B-31*

   Limited Liability Company Agreement for Milik Service Company, LLC

T3B-32*

   By-laws of Montvale Holdings, Inc.

T3B-33*

   By-laws of North Jersey Properties, Inc. VI

T3B-34*

   Bylaws of Onpoint, Inc.

T3B-35*

   Amended and Restated By-laws of Pathmark Stores, Inc.

T3B-36*

   Limited Liability Company Agreement of Plainbridge, LLC

T3B-37*

   S E G Stores, Inc. By-laws, as amended

T3B-38*

   Amended and Restated Bylaws of Shopwell, Inc.

 

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T3B-39*

   By-laws of Spring Lane Produce Corp.

T3B-40*

   By-laws of Super Fresh Food Markets, Inc.

T3B-41*

   By-laws of Super Fresh/Sav-A-Center, Inc.

T3B-42*

   By-laws of Super Market Service Corp., as amended

T3B-43*

   By-laws of Super Plus Food Warehouse, Inc.

T3B-44*

   By-laws of Supermarkets Oil Company, Inc.

T3B-45*

   By-laws of The Old Wine Emporium of Westport, Inc.

T3B-46*

   By-laws of The South Dakota Great Atlantic & Pacific Tea Company, Inc.

T3B-47*

   By-laws of Tradewell Foods of Conn., Inc.

T3B-48*

   Amended and Restated Operating Agreement of Upper Darby Stuart, LLC

T3B-49*

   By-laws of Waldbaum, Inc.

T3C**

   Form of Indenture governing the Replacement Notes

T3D

   [Not applicable.]

T3E-1*

   Debtors’ Joint Plan of Reorganization Pursuant to Chapter 11 of the United States Bankruptcy Code, dated December 19, 2011.

T3E-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.

T3F**

   Cross-reference sheet (Included in Exhibit T3C)

T3G**

   Form T-1 qualifying the trustee under the Indenture to be qualified pursuant to this Form T-3.

 

* Filed herewith
** To be filed by amendment

 

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SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, the Applicants have duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized, and its seal to be hereunto affixed and attested, all in the City of Montvale, and State of New Jersey, on the 13th day of January, 2012.

 

The Great Atlantic & Pacific Tea Co., Inc.
By:   /s/    CHRISTOPHER MCGARRY        
Name:   Christopher McGarry
Title:  

Senior Vice President, General Counsel and

Corporate Secretary

 

2008 Broadway, Inc.
By:   /s/    CHRISTOPHER MCGARRY        
Name:   Christopher McGarry
Title:   Vice President, Secretary and Director

 

AAL Realty Corporation
By:   /s/    CHRISTOPHER MCGARRY        
Name:   Christopher McGarry
Title:   Vice President, Secretary and Director

 

Adbrett Corporation
By:   /s/    CHRISTOPHER MCGARRY        
Name:   Christopher McGarry
Title:   Vice President, Secretary and Director

 

Amsterdam Trucking Corporation
By:   /s/    CHRISTOPHER MCGARRY        
Name:   Christopher McGarry
Title:   Vice President, Secretary and Director

 

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APW Supermarket Corporation
By:   /s/    CHRISTOPHER MCGARRY        
Name:   Christopher McGarry
Title:   Vice President, Secretary and Director

 

APW Supermarkets, Inc.
By:   /s/    CHRISTOPHER MCGARRY        
Name:   Christopher McGarry
Title:   Vice President, Secretary and Director

 

Bergen Street Pathmark, Inc.
By:   /s/    CHRISTOPHER MCGARRY        
Name:   Christopher McGarry
Title:   Vice President, Secretary and Director

 

Best Cellars DC Inc.
By:   /s/    CHRISTOPHER MCGARRY        
Name:   Christopher McGarry
Title:   President, Treasurer and Director

 

Best Cellars Inc.
By:   /s/    CHRISTOPHER MCGARRY        
Name:   Christopher McGarry
Title:   President, Treasurer and Director

 

Best Cellars Licensing Corp.
By:   /s/    CHRISTOPHER MCGARRY        
Name:   Christopher McGarry
Title:   President, Treasurer and Director

 

Best Cellars Massachusetts, Inc.
By:   /s/    CHRISTOPHER MCGARRY        
Name:   Christopher McGarry
Title:   President, Treasurer and Director

 

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Best Cellars Va Inc.
By:   /s/    CHRISTOPHER MCGARRY        
Name:   Christopher McGarry
Title:   President, Treasurer and Director

 

Bev, Ltd.
By:   /s/    CHRISTOPHER MCGARRY        
Name:   Christopher McGarry
Title:   Vice President, Secretary and Director

 

Borman’s, Inc.
By:   /s/    CHRISTOPHER MCGARRY        
Name:   Christopher McGarry
Title:   Vice President, Secretary and Director

 

Bridge Stuart, Inc.
By:   /s/    CHRISTOPHER MCGARRY        
Name:   Christopher McGarry
Title:   Vice President, Secretary and Director

 

Clay-Park Realty Co., Inc.
By:   /s/    CHRISTOPHER MCGARRY        
Name:   Christopher McGarry
Title:   Vice President, Secretary and Director

 

Compass Foods, Inc.
By:   /s/    CHRISTOPHER MCGARRY        
Name:   Christopher McGarry
Title:   Vice President, Secretary and Director

 

East Brunswick Stuart LLC
By:   /s/    CHRISTOPHER MCGARRY        
Name:   Christopher McGarry
Title:   President, Secretary and Manager

 

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Farmer Jack’s Of Ohio, Inc.
By:   /s/    CHRISTOPHER MCGARRY        
Name:   Christopher McGarry
Title:   Vice President, Secretary and Director

 

Food Basics, Inc.
By:   /s/    CHRISTOPHER MCGARRY        
Name:   Christopher McGarry
Title:   Vice President, Secretary and Director

 

Gramatan Foodtown Corp.
By:   /s/    CHRISTOPHER MCGARRY        
Name:   Christopher McGarry
Title:   Vice President, Secretary and Director

 

Grape Finds Licensing Corp.
By:   /s/    CHRISTOPHER MCGARRY        
Name:   Christopher McGarry
Title:   President and Director

 

Greenlawn Land Development Corp.
By:   /s/    CHRISTOPHER MCGARRY        
Name:   Christopher McGarry
Title:   Vice President, Secretary and Director

 

Hopelawn Property I, Inc.
By:   /s/    CHRISTOPHER MCGARRY        
Name:   Christopher McGarry
Title:   Vice President, Secretary and Director

 

Kohl’s Food Stores, Inc.
By:   /s/    CHRISTOPHER MCGARRY        
Name:   Christopher McGarry
Title:   Vice President, Secretary and Director

 

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Kwik Save Inc.
By:   /s/    CHRISTOPHER MCGARRY        
Name:   Christopher McGarry
Title:   Vice President, Secretary and Director

 

Lancaster Pike Stuart, LLC
By:   /s/    CHRISTOPHER MCGARRY        
Name:   Christopher McGarry
Title:   President, Secretary and Manager

 

LBRO Realty, Inc.
By:   /s/    CHRISTOPHER MCGARRY        
Name:   Christopher McGarry
Title:   Vice President, Secretary and Director

 

Lo-Lo Discount Stores, Inc.
By:   /s/    CHRISTOPHER MCGARRY        
Name:   Christopher McGarry
Title:   Vice President, Treasurer and Director

 

MacDade Boulevard Stuart, LLC
By:   /s/    CHRISTOPHER MCGARRY        
Name:   Christopher McGarry
Title:   President, Secretary and Manager

 

Mclean Avenue Plaza Corp.
By:   /s/    CHRISTOPHER MCGARRY        
Name:   Christopher McGarry
Title:   Vice President, Secretary and Director

 

Milik Service Company, Llc
By:   /s/    CHRISTOPHER MCGARRY        
Name:   Christopher McGarry
Title:   President, Secretary and Manager

 

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Montvale Holdings, Inc.
By:   /s/    CHRISTOPHER MCGARRY        
Name:   Christopher McGarry
Title:   Vice President, Secretary and Director

 

North Jersey Properties, Inc. VI
By:   /s/    CHRISTOPHER MCGARRY        
Name:   Christopher McGarry
Title:   President, Treasurer and Director

 

Onpoint, Inc.
By:   /s/    CHRISTOPHER MCGARRY        
Name:   Christopher McGarry
Title:   President, Treasurer and Director

 

Pathmark Stores, Inc.
By:   /s/    CHRISTOPHER MCGARRY        
Name:   Christopher McGarry
Title:   Vice President, Secretary and Director

 

Plainbridge, LLC
By:   /s/    CHRISTOPHER MCGARRY        
Name:   Christopher McGarry
Title:   President, Secretary and Manager

 

S E G Stores, Inc.
By:   /s/    CHRISTOPHER MCGARRY        
Name:   Christopher McGarry
Title:   Vice President, Secretary and Director

 

Shopwell, Inc.
By:   /s/    CHRISTOPHER MCGARRY        
Name:   Christopher McGarry
Title:   Vice President, Secretary and Director

 

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Spring Lane Produce Corp.
By:   /s/    CHRISTOPHER MCGARRY        
Name:   Christopher McGarry
Title:   Vice President, Secretary and Director

 

Super Fresh Food Markets, Inc.
By:   /s/    CHRISTOPHER MCGARRY        
Name:   Christopher McGarry
Title:   Vice President, Secretary and Director

 

Super Fresh/Sav-A-Center, Inc.
By:   /s/    CHRISTOPHER MCGARRY        
Name:   Christopher McGarry
Title:   Vice President, Secretary and Director

 

Super Market Service Corp.
By:   /s/    CHRISTOPHER MCGARRY        
Name:   Christopher McGarry
Title:   Vice President, Secretary and Director

 

Super Plus Food Warehouse, Inc.
By:   /s/    CHRISTOPHER MCGARRY        
Name:   Christopher McGarry
Title:   Vice President, Secretary and Director

 

Supermarkets Oil Company, Inc.
By:   /s/    CHRISTOPHER MCGARRY        
Name:   Christopher McGarry
Title:   Vice President, Secretary and Director

 

The Old Wine Emporium of Westport, Inc.
By:   /s/    CHRISTOPHER MCGARRY        
Name:   Christopher McGarry
Title:   Secretary and Director

 

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The South Dakota Great Atlantic & Pacific Tea Company, Inc.
By:   /s/    CHRISTOPHER MCGARRY        
Name:   Christopher McGarry
Title:   Vice President, Secretary and Director

 

Tradewell Foods of Conn., Inc.
By:   /s/    CHRISTOPHER MCGARRY        
Name:   Christopher McGarry
Title:   Vice President, Secretary and Director

 

Upper Darby Stuart, LLC
By:   /s/    CHRISTOPHER MCGARRY        
Name:   Christopher McGarry
Title:   President, Treasurer and Director

 

Waldbaum, Inc.
By:   /s/    CHRISTOPHER MCGARRY        
Name:   Christopher McGarry
Title:   Vice President, Secretary and Director

 

Attest:   /s/    JOAN ROENSCH        
Name:   Joan Roensch

 

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INDEX TO EXHIBITS

 

T3A-1    Articles of Amendment and Restatement to Amended and Restated Articles of Incorporation of The Great Atlantic & Pacific Tea Company, Inc. (incorporated herein by reference to Exhibit 3.1 to Form 8-K filed on November 8, 2007)
T3A-2*    Certificate of Incorporation of 2008 Broadway, Inc., as amended
T3A-3*    Certificate of Incorporation of AAL Realty Corporation
T3A-4*    Certificate of Incorporation of Adbrett Corporation
T3A-5*    Certificate of Incorporation of Amsterdam Trucking Corporation , as amended
T3A-6*    Certificate of Incorporation of APW Supermarket Corporation, as amended
T3A-7*    Certificate of Incorporation of APW Supermarkets, Inc.
T3A-8*    Restated Certificate of Incorporation of Bergen Street Pathmark, Inc.
T3A-9*    Articles of Incorporation of Best Cellars DC Inc.
T3A-10*    Restated Certificate of Incorporation of Best Cellars Inc., as amended
T3A-11*    Certificate of Incorporation of Best Cellars Licensing Corp.
T3A-12*    Articles of Organization of Best Cellars Massachusetts, Inc.
T3A-13*    Certificate of Incorporation of Best Cellars Va Inc., as amended
T3A-14*    Certificate of Incorporation of Bev, Ltd.
T3A-15*    Certificate of Incorporation of Borman’s, Inc., as amended
T3A-16*    Certificate of Incorporation of Bridge Stuart, Inc.
T3A-17*    Certificate of Incorporation of Clay-Park Realty Co., Inc., as amended
T3A-18*    Certificate of Incorporation of Compass Foods, Inc.
T3A-19*    Certificate of Formation of East Brunswick Stuart LLC, as amended
T3A-20*    Articles of Incorporation of Farmer Jack’s Of Ohio, Inc.
T3A-21*    Certificate of Incorporation of Food Basics, Inc.
T3A-22*    Certificate of Incorporation of Gramatan Foodtown Corp.
T3A-23*    Articles of Incorporation of Grape Finds Licensing Corp.
T3A-24*    Certificate of Incorporation of Greenlawn Land Development Corp.
T3A-25*    Certificate of Formation of Hopelawn Property I, Inc.
T3A-26*    Articles of Incorporation of Kohl’s Food Stores, Inc., as amended
T3A-27*    Certificate of Incorporation of Kwik Save Inc.
T3A-28*    Certificate of Formation of Lancaster Pike Stuart, LLC, as amended

 

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Table of Contents
T3A-29*    Certificate of Incorporation of LBRO Realty, Inc.
T3A-30*    Certificate of Incorporation of Lo-Lo Discount Stores, Inc., as amended
T3A-31*    Certificate of Formation of MacDade Boulevard Stuart, LLC, as amended
T3A-32*    Certificate of Incorporation of Mclean Avenue Plaza Corp., as amended
T3A-33*    Articles of Organization of Milik Service Company, LLC
T3A-34*    Certificate of Incorporation of Montvale Holdings, Inc.
T3A-35*    Certificate of Incorporation of North Jersey Properties, Inc. VI
T3A-36*    Certificate of Incorporation of Onpoint, Inc., as amended
T3A-37*    Amended and Restated Certificate of Incorporation of Pathmark Stores, Inc., as amended
T3A-38*    Certificate of Formation of Plainbridge, LLC, as amended
T3A-39*    Certificate of Incorporation of S E G Stores, Inc., as amended
T3A-40*    Restated Certificate of Incorporation of Shopwell, Inc., as amended
T3A-41*    Certificate of Incorporation of Spring Lane Produce Corp.
T3A-42*    Certificate of Incorporation of Super Fresh Food Markets, Inc., as amended
T3A-43*    Certificate of Incorporation of Super Fresh/Sav-A-Center, Inc., as amended
T3A-44*    Articles of Incorporation of Super Market Service Corp.
T3A-45*    Certificate of Incorporation of Super Plus Food Warehouse, Inc.
T3A-46*    Certificate of Incorporation of Supermarkets Oil Company, Inc.
T3A-47*    Certificate of Incorporation of The Old Wine Emporium of Westport, Inc., as amended
T3A-48*    Articles of Incorporation of The South Dakota Great Atlantic & Pacific Tea Company, Inc.
T3A-49*    Certificate of Incorporation of Tradewell Foods of Conn., Inc.
T3A-50*    Certificate of Formation of Upper Darby Stuart, LLC
T3A-51*    Restated Certificate of Incorporation of Waldbaum, Inc., as amended
T3B-1.1    By-Laws of The Great Atlantic & Pacific Tea Company, Inc., as amended and restated (incorporated herein by reference to Exhibit 3.1 to Form 8-K filed on August 5, 2009).
T3B-1.2    Articles Supplementary of 8% Cumulative Convertible Preferred Stock Series A-T, A-Y, B-T and B-Y of The Great Atlantic & Pacific Tea Company, Inc. (incorporated herein by reference to Exhibit 4.1 to Form 8-K filed on August 5, 2009).
T3B-2*    By-laws of 2008 Broadway, Inc.
T3B-3*    By-laws of AAL Realty Corporation
T3B-4*    By-laws of Adbrett Corporation
T3B-5*    By-laws of Amsterdam Trucking Corporation

 

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Table of Contents
T3B-6*    By-laws of APW Supermarket Corporation
T3B-7*    By-laws of APW Supermarkets, Inc.
T3B-8*    By-laws of Bergen Street Pathmark, Inc.
T3B-9*    Amended and Restated By-laws of Best Cellars DC Inc.
T3B-10*    By-laws of Best Cellars Inc.
T3B-11*    Amended and Restated By-laws of Best Cellars Licensing Corp.
T3B-12*    Amended and Restated By-laws of Best Cellars Massachusetts, Inc.
T3B-13*    Amended and Restated By-laws of Best Cellars Va Inc.
T3B-14*    Amended and Restated By-laws of Bev, Ltd.
T3B-15*    By-laws of Borman’s, Inc.
T3B-16*    By-laws of Bridge Stuart, Inc.
T3B-17*    By-laws of Clay-Park Realty Co., Inc.
T3B-18*    By Laws of Compass Foods, Inc., as amended and restated
T3B-19*    Operating Agreement of East Brunswick Stuart LLC
T3B-20*    By-laws of Food Basics, Inc.
T3B-21*    By-laws of Gramatan Foodtown Corp.
T3B-22*    By-laws of Grape Finds Licensing Corp.
T3B-23*    Bylaws of Hopelawn Property I, Inc.
T3B-24*    By-laws of Kohl’s Food Stores, Inc.
T3B-25*    By-laws of Kwik Save Inc., as amended
T3B-26*    Amended and Restated Operating Agreement of Lancaster Pike Stuart, LLC
T3B-27*    By-laws of LBRO Realty, Inc.
T3B-28*    By-laws of Lo-Lo Discount Stores, Inc., as amended
T3B-29*    MacDade Boulevard Stuart, LLC Operating Agreement
T3B-30*    By-laws of Mclean Avenue Plaza Corp.
T3B-31*    Limited Liability Company Agreement for Milik Service Company, LLC
T3B-32*    By-laws of Montvale Holdings, Inc.
T3B-33*    By-laws of North Jersey Properties, Inc. VI
T3B-34*    Bylaws of Onpoint, Inc.

 

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Table of Contents
T3B-35*   Amended and Restated By-laws of Pathmark Stores, Inc.
T3B-36*   Limited Liability Company Agreement of Plainbridge, LLC
T3B-37*   S E G Stores, Inc. By-laws, as amended
T3B-38*   Amended and Restated Bylaws of Shopwell, Inc.
T3B-39*   By-laws of Spring Lane Produce Corp.
T3B-40*   By-laws of Super Fresh Food Markets, Inc.
T3B-41*   By-laws of Super Fresh/Sav-A-Center, Inc.
T3B-42*   By-laws of Super Market Service Corp., as amended
T3B-43*   By-laws of Super Plus Food Warehouse, Inc.
T3B-44*   By-laws of Supermarkets Oil Company, Inc.
T3B-45*   By-laws of The Old Wine Emporium of Westport, Inc.
T3B-46*   By-laws of The South Dakota Great Atlantic & Pacific Tea Company, Inc.
T3B-47*   By-laws of Tradewell Foods of Conn., Inc.
T3B-48*   Amended and Restated Operating Agreement of Upper Darby Stuart, LLC
T3B-49*   By-laws of Waldbaum, Inc.
T3C**   Form of Indenture governing the Replacement Notes
T3D   [Not applicable.]
T3E-1*   Debtors’ Joint Plan of Reorganization Pursuant to Chapter 11 of the United States Bankruptcy Code, dated December 19, 2011.
T3E-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.
T3F**   Cross-reference sheet (Included in Exhibit T3C)
T3G**   Form T-1 qualifying the trustee under the Indenture to be qualified pursuant to this Form T-3.

 

* Filed herewith
** To be filed by amendment

 

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