20-F/A 1 d20fa.htm FORM 20-F/A Form 20-F/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F/A

(AMENDMENT NO. 1)

(Mark One)

 

¨ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) or (g) OF THE SECURITIES EXCHANGE ACT OF 1934

or

 

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
     For the fiscal year ended December 31, 2006

or

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

or

 

¨ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report

Commission file number 001-12510

Koninklijke Ahold N.V.

(Exact name of Registrant as specified in its charter)

Royal Ahold

(Translation of Registrant’s name into English)

The Netherlands

(Jurisdiction of incorporation or organization)

Piet Heinkade 167 – 173, 1019 GM Amsterdam, The Netherlands

(Address of principal executive offices)

Securities registered or to be registered pursuant to Section 12(b) of the Act.

 

Title of each class    Name of each exchange on which registered
Common shares at a par value of EUR 0.25 each, represented by American Depositary Shares    New York Stock Exchange

Securities registered or to be registered pursuant to Section 12(g) of the Act.

None.

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

None.

(Title of Class)

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

 

Cumulative preferred financing shares at a par value of EUR 500 per share

    369,217,000

Common shares at a par value of EUR 0.25 per share

    1,555,678,000

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes  x    No  ¨

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Yes  ¨    No  x

Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer  x                                     Accelerated filer  ¨                                Non-accelerated filer  ¨

Indicate by check mark which financial statement item the registrant has elected to follow.

Item 17  ¨    Item 18  x

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes  ¨    No  x

EXPLANATORY NOTE

Koninklijke Ahold N.V. (“Ahold” or the “Company) hereby amends its Annual Report on Form 20-F for the fiscal year ended December 31, 2006 (the “Ahold Form 20-F”) filed with the Securities and Exchange Commission (the “SEC”) on March 29, 2007. This Amendment No. 1 to the Annual Report on Form 20-F/A (“Amendment No. 1”) is being filed to amend “Item 18—Financial Statements” and “Item 19—Exhibits” of the Ahold Form 20-F to include the consolidated financial statements and notes thereto for our joint venture JMR—GESTÃO DE EMPRESAS DE RETALHO, SGPS, S.A. (“JMR”) for its fiscal years ended December 31, 2006, 2005 and 2004 as required by Rule 3-09 of Regulation S-X. These financial statements include audited consolidated financial statements for JMR as of and for its fiscal year ended December 31, 2005.

Except as specifically provided above, this Amendment No. 1 does not amend, update or restate any other items or sections of the Ahold Form 20-F and does not reflect events occurring after the filing of the Ahold Form 20-F.

PART III

Item 18.    FINANCIAL STATEMENTS

The Company’s consolidated financial statements are set forth on pages 55 through 137 of the Annual Report 2006 to Shareholders are incorporated by reference in this Amendment No. 1.

Separate consolidated financial statements and notes thereto for ICA AB were filed pursuant to Rule 3-09 of Regulation S-X. See Exhibit 15.1 hereto. Separate consolidated financial statements and notes thereto for JMR for its fiscal years ended December 31, 2006, 2005 and 2004 are being filed pursuant to Rule 3-09 of Regulation S-X. See Exhibit 15.2 hereto.

Item 19.     EXHIBITS

EXHIBITS

 

EXHIBIT   

DESCRIPTION

1.1    English translation of Articles of Association of the Company, as amended on March 3, 2004, incorporated by reference to Exhibit 1.1 to the Company’s Annual Report on Form 20-F for the fiscal year ended December 28, 2003.
2.1    Amended and Restated Agency Agreement in respect of a Euro Medium Term Note Program, dated September 22, 2006, between the Company, as Issuer, Citibank N.A., as Agent, and ABN AMRO Bank N.V., as Paying Agent.1, 2, 4
4.1    Amended and Restated Employment Agreement between the Company and Anders Moberg dated October 14, 2003, incorporated by reference to Exhibit 4.2 to the Company’s Annual Report on Form 20-F for the fiscal year ended December 29, 2002.
4.2    Employment Agreement between the Company and Peter Wakkie dated October 9, 2003, incorporated by reference to Exhibit 4.3 to the Company’s Annual Report on Form 20-F for the fiscal year ended December 28, 2003.
4.3    Confirmation from the Company to Peter Wakkie of increase of annual gross base salary, dated April 18, 2006.4
4.4    Employment Agreement between the Company and John Rishton dated September 14, 2005, incorporated by reference to Exhibit 4.4 to the Company’s Annual Report on Form 20-F for the fiscal year ended January 1, 2006.
4.5    Addendum, dated July 7, 2006, to Employment Agreement between the Company and John Rishton dated September 14, 2005.4
4.6    Credit Facility, dated May 17, 2005, between the Company and ABN AMRO Bank N.V., Bank of America N.A., BNP Paribas, Citibank International plc, ING Bank, N.V., J.P. Morgan Chase Bank N.A. and Coöperative Centrale Raiffeisen-Boerenleenbank B.A. and certain banks and financial institutions, as lenders, incorporated by reference to Exhibit 4.6 to the Company’s Annual Report on Form 20-F for the fiscal year ended January 1, 2006.2

8.1    For significant subsidiaries as of the end of the fiscal year covered by this annual report on Form 20-F, please see the information on pages 127-128 of the Financial Statements—Note 36—“List of subsidiaries, joint ventures and associates,” which information is incorporated herein by reference.
9.1    Consent of Deloitte Accountants B.V., independent registered public accounting firm of the Company.4
9.2    Consent of Deloitte AB, independent registered public accounting firm of ICA AB.
9.3    Consent of PricewaterhouseCoopers, independent auditors to JMR.
11.1    Ahold Global Code of Professional Conduct and Ethics, effective as of March 1, 2005, incorporated by reference to Exhibit 11.1 to the Company’s Annual Report on Form 20-F for the fiscal year ended January 2, 2005.
12.1    Certification of the principal executive officer required by Rule 13a-14(a) or Rule 15d-14(a), pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
12.2    Certification of the principal financial officer required by Rule 13a-14(a) or Rule 15d-14(a), pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
13.1    Certification of the principal executive officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.3
13.2    Certification of the principal financial officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.3
15.1    Consolidated financial statements and notes for ICA AB.4
15.2    Consolidated financial statements and notes for JMR.

1

Pursuant to Instruction 2(b)(i) as to Exhibits in Form 20-F, various instruments defining the rights of long-term debt of the Company are not being filed herewith because the total of securities authorized under each such instrument does not exceed 10% of the total assets of the Company. The Company hereby agrees to furnish a copy of any such instrument to the SEC upon request.

 

2

This agreement has been included to provide you with information regarding its terms. It is not intended to provide any other factual information about the Company. Such information can be found elsewhere in this Form 20-F and in other public filings the Company makes with the Securities and Exchange Commission, which are available without charge at www.sec.gov. The agreement contains representations and warranties by the Company and the other parties to the agreement. The representations and warranties reflect negotiations between the parties to the agreement and, in certain cases, merely represent allocation decisions among the parties and may not be statements of fact. As such, the representations and warranties are solely for the benefit of the parties to the agreement and may be limited or modified by a variety of factors, including: subsequent events, information included in public filings, disclosures made during negotiations, correspondence between the parties and disclosure schedules to the agreement. Accordingly, the representations and warranties may not describe the actual state of affairs at the date they were made or at any other time and you should not rely on them as statements of fact.

 

3

This document is being furnished in accordance with SEC Release Nos. 33-8212 and 34-47551.

 

4

Previously filed as an exhibit to the Ahold Form 20-F.

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Company hereby certifies that it meets all of the requirements for filing on Form 20-F and has duly caused this Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Koninklijke Ahold N.V.
By:   /s/ Anders C. Moberg
   
  Name: Anders C. Moberg
 

Title: President, Chief Executive Officer and Member of the Corporate Executive Board

Date: June 29, 2007

 

List of Exhibits

 

Exhibit   

Description

1.1    English translation of Articles of Association of the Company, as amended on March 3, 2004, incorporated by reference to Exhibit 1.1 to the Company’s Annual Report on Form 20-F for the fiscal year ended December 28, 2003.
2.1    Amended and Restated Agency Agreement in respect of a Euro Medium Term Note Program, dated September 22, 2006, between the Company, as Issuer, Citibank N.A., as Agent, and ABN AMRO Bank N.V., as Paying Agent.1, 2, 4
4.1    Amended and Restated Employment Agreement between the Company and Anders Moberg dated October 14, 2003, incorporated by reference to Exhibit 4.2 to the Company’s Annual Report on Form 20-F for the fiscal year ended December 29, 2002.
4.2    Employment Agreement between the Company and Peter Wakkie dated October 9, 2003, incorporated by reference to Exhibit 4.3 to the Company’s Annual Report on Form 20-F for the fiscal year ended December 28, 2003.
4.3    Confirmation from the Company to Peter Wakkie of increase of annual gross base salary, dated April 18, 2006. 4
4.4    Employment Agreement between the Company and John Rishton dated September 14, 2005, incorporated by reference to Exhibit 4.4 to the Company’s Annual Report on Form 20-F for the fiscal year ended January 1, 2006.
4.5    Addendum, dated July 7, 2006, to Employment Agreement between the Company and John Rishton dated September 14, 2005.4
4.6    Credit Facility, dated May 17, 2005, between the Company and ABN AMRO Bank N.V., Bank of America N.A., BNP Paribas, Citibank International plc, ING Bank, N.V., J.P. Morgan Chase Bank N.A. and Coöperative Centrale Raiffeisen-Boerenleenbank B.A. and certain banks and financial institutions, as lenders, incorporated by reference to Exhibit 4.6 to the Company’s Annual Report on Form 20-F for the fiscal year ended January 1, 2006.2
8.1    For significant subsidiaries as of the end of the fiscal year covered by this annual report on Form 20-F, please see the information on pages 127-128 of the Financial Statements—Note 36—“List of subsidiaries, joint ventures and associates,” which information is incorporated herein by reference.
9.1    Consent of Deloitte Accountants B.V., independent registered public accounting firm of the Company.4
9.2    Consent of Deloitte AB, independent registered public accounting firm of ICA AB.
9.3    Consent of PricewaterhouseCoopers, independent auditors to JMR.
11.1    Ahold Global Code of Professional Conduct and Ethics, effective as of March 1, 2005, incorporated by reference to Exhibit 11.1 to the Company’s Annual Report on Form 20-F for the fiscal year ended January 2, 2005.
12.1    Certification of the principal executive officer required by Rule 13a-14(a) or Rule 15d-14(a), pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
12.2    Certification of the principal financial officer required by Rule 13a-14(a) or Rule 15d-14(a), pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
13.1    Certification of the principal executive officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.3
13.2    Certification of the principal financial officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.3
15.1    Consolidated financial statements and notes for ICA AB.4

 

15.2    Consolidated financial statements and notes for JMR.

1

Pursuant to Instruction 2(b)(i) as to Exhibits in Form 20-F, various instruments defining the rights of long-term debt of the Company are not being filed herewith because the total of securities authorized under each such instrument does not exceed 10% of the total assets of the Company. The Company hereby agrees to furnish a copy of any such instrument to the SEC upon request.

 

2

This agreement has been included to provide you with information regarding its terms. It is not intended to provide any other factual information about the Company. Such information can be found elsewhere in this Form 20-F and in other public filings the Company makes with the Securities and Exchange Commission, which are available without charge at www.sec.gov. The agreement contains representations and warranties by the Company and the other parties to the agreement. The representations and warranties reflect negotiations between the parties to the agreement and, in certain cases, merely represent allocation decisions among the parties and may not be statements of fact. As such, the representations and warranties are solely for the benefit of the parties to the agreement and may be limited or modified by a variety of factors, including: subsequent events, information included in public filings, disclosures made during negotiations, correspondence between the parties and disclosure schedules to the agreement. Accordingly, the representations and warranties may not describe the actual state of affairs at the date they were made or at any other time and you should not rely on them as statements of fact.

 

3

This document is being furnished in accordance with SEC Release Nos. 33-8212 and 34-47551.

 

4

Previously filed as an exhibit to the Ahold Form 20-F.