-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, V6oTTdfqdEsta6VI7vF+8/LYQJbjd/9WZZTfdSDA/7G/pMxOMVMw938GWXSfkvIT arOqgi1QHEAMt/hF9Pv9bA== 0000947871-99-000301.txt : 19990723 0000947871-99-000301.hdr.sgml : 19990723 ACCESSION NUMBER: 0000947871-99-000301 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990722 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SUPERMARKETS GENERAL HOLDINGS CORP CENTRAL INDEX KEY: 0000821139 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-GROCERY STORES [5411] IRS NUMBER: 133408704 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 14D9/A SEC ACT: SEC FILE NUMBER: 005-41218 FILM NUMBER: 99668877 BUSINESS ADDRESS: STREET 1: 301 BLAIR RD STREET 2: P.O. BOX 5301 CITY: WOODBRIDGE STATE: NJ ZIP: 07095-0915 BUSINESS PHONE: 9084993000 MAIL ADDRESS: STREET 1: 301 BLAIR RD STREET 2: P.O. BOX 5301 CITY: WOODBRIDGE STATE: NJ ZIP: 07095-0915 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SUPERMARKETS GENERAL HOLDINGS CORP CENTRAL INDEX KEY: 0000821139 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-GROCERY STORES [5411] IRS NUMBER: 133408704 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 14D9/A BUSINESS ADDRESS: STREET 1: 301 BLAIR RD STREET 2: P.O. BOX 5301 CITY: WOODBRIDGE STATE: NJ ZIP: 07095-0915 BUSINESS PHONE: 9084993000 MAIL ADDRESS: STREET 1: 301 BLAIR RD STREET 2: P.O. BOX 5301 CITY: WOODBRIDGE STATE: NJ ZIP: 07095-0915 SC 14D9/A 1 SCHEDULE 14D-9 AMENDMENT NO. 4 - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------------------- SCHEDULE 14D-9 (Amendment No. 4) Solicitation/Recommendation Statement Pursuant to Section 14(d)(4) of the Securities Exchange Act of 1934 SUPERMARKETS GENERAL HOLDINGS CORPORATION (Name of Subject Company) ---------------------------- SUPERMARKETS GENERAL HOLDINGS CORPORATION (Name of Person Filing Statement) $3.52 Cumulative Exchangeable Redeemable Preferred Stock, par value $.01 per share (Title of Class of Securities) 868446204 (CUSIP Number of Class of Securities) ------------------------------ Marc A. Strassler, Esq. Senior Vice President, Secretary and General Counsel Supermarkets General Holdings Corporation 200 Milik Street Carteret, New Jersey 07008-1194 (732) 499-3000 (Name, Address and Telephone Number of Person authorized to Receive Notices and Communications on Behalf of the Person Filing Statement) ----------------------------- With a copy to: Spencer D. Klein, Esq. Shearman & Sterling 599 Lexington Avenue New York, New York 10022 212-848-4000 - -------------------------------------------------------------------------------- This Amendment No. 4 amends and supplements the Solicitation/ Recommendation Statement on Schedule 14D-9, dated March 15, 1999, as amended by Amendment No. 1, dated March 26, 1999, Amendment No. 2, dated May 20, 1999 and Amendment No. 3, dated June 10, 1999 (as amended, the "Schedule 14D-9") relating to a tender offer disclosed in the Tender Offer Statement on Schedule 14D-1, dated March 15, 1999, as amended by Amendment No. 1, dated March 26, 1999 and Amendment No. 2, dated May 20, 1999 (as amended, the "Schedule 14D-1") filed by Koninklijke Ahold N.V., a company organized under the laws of The Netherlands ("Parent"), Croesus, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent, Ahold U.S.A. Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent, and Ahold Acquisition, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent, to purchase all of the issued and outstanding shares of $3.52 Cumulative Exchangeable Redeemable Preferred Stock, par value $.01 per share (the "Preferred Stock"), of Supermarkets General Holdings Corporation, a Delaware corporation (the "Company"), at a price of $38.25 per share, net to the seller in cash, without interest thereon. Capitalized terms used but not defined herein have the meanings ascribed to such terms in the Schedule 14D-9. Item 8. ADDITIONAL INFORMATION TO BE FURNISHED Item 8 is hereby amended and supplemented to add the following: "As previously described in the Schedule 14D-9, the Company, SMG-II, the Purchaser and the directors of the Company and the plaintiff in a purported stockholder class action lawsuit entitled Wolfson v. Supermarkets General Holdings Corporation, et al., C.A. No. 17047 (the "Action") agreed to settle the Action pursuant to a Memorandum of Understanding dated May 19, 1999. Thereafter, the parties executed a definitive settlement agreement that was submitted to the Court of Chancery of the State of Delaware (the "Court") for approval. The Court scheduled a hearing for July 22, 1999 to consider, among other things, the fairness, reasonableness and adequacy of the settlement and the fee application to be made by plaintiff's counsel. At the hearing, the Court approved the settlement and the fee application." 2 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Supermarkets General Holdings Corporation By: /s/ Marc A. Strassler ------------------------------------------- Name: Marc A. Strassler Title: Senior Vice President, Secretary and General Counsel Dated: July 22, 1999 EXHIBIT INDEX Exhibit No. - ----------- *(a)(1) Offer to Purchase dated March 15, 1999. *(a)(2) Letter of Transmittal dated March 15, 1999. *(a)(3) Agreement and Plan of Merger dated March 9, 1999 among Parent, the Purchaser and SMG-II. *(a)(4) Stock Purchase Agreement dated March 9, 1999 among Parent, the Purchaser, SMG-II and PTK. *(a)(5) Stockholders Agreement dated March 9, 1999 among Parent, the Purchaser and Stockholders listed on Exhibit I thereto. *(a)(6) Confidentiality Agreement dated December 30, 1998 between Parent and SMG-II. *(a)(7) A copy of pages 58 through 63 of the Annual Report on Form 10K that was filed by the Company with the SEC on April 28, 1998. *(a)(8) Sale and Transition agreement between Pathmark and James L. Donald dated March 8, 1999. *(a)(9) Letter from the Company to holders of the Shares dated March 15, 1999. *(a)(10) Joint Press Release issued by the Company and Parent on March 9, 1999. *(a)(11) Press Release issued by Parent on March 26, 1999. *(a)(12) Press Release issued by the Company on May 19, 1999. *(a)(13) Press Release issued by Parent on May 20, 1999. *(c)(1) Employment Agreement between Pathmark and Eileen Scott dated February 1, 1999. *(c)(2) Employment Agreement between Pathmark and John Sheehan dated February 1, 1999. *(c)(3) Employment Agreement between Pathmark and Marc A. Strassler dated February 1, 1999. *(c)(4) Employment Agreement between Pathmark and Frank Vitrano dated February 1, 1999. *(c)(5) Employment Agreement between Pathmark and Joseph Adelhardt dated February 1, 1999. *(c)(6) Employment Agreement between Pathmark and Harvey Gutman dated February 1, 1999. *(c)(7) Employment Agreement between Pathmark and Robert Joyce dated February 1, 1999. *(c)(8) Employment Agreement between Pathmark and Myron D. Waxberg dated February 1, 1999. *(c)(9) Memorandum of Understanding dated May 19, 1999. *(c)(10) Extension Agreement dated May 19, 1999 among Parent, the Purchaser and the Stockholders listed on Exhibit I thereto. - ------------------------------- * Previously filed. -----END PRIVACY-ENHANCED MESSAGE-----