-----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, OZWeq0FofdYWn4oRU2GDY9b13s4+jTbrqPP3vXzyhc6AxrqYwn7OFXqdB4KVKVWj KxsU0/viKBjM3wnTzWcoWA== 0000950127-99-000159.txt : 19990521 0000950127-99-000159.hdr.sgml : 19990521 ACCESSION NUMBER: 0000950127-99-000159 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990520 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 14D1/A SEC ACT: SEC FILE NUMBER: 005-41218 FILM NUMBER: 99631343 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: ROYAL AHOLD CENTRAL INDEX KEY: 0000869425 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-GROCERY STORES [5411] IRS NUMBER: 000000000 FISCAL YEAR END: 1227 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: ALBERT HEIJNWEG 1 STREET 2: P O BOX 33 CITY: 1500 EA ZAANDAM THE STATE: P7 MAIL ADDRESS: STREET 1: C/O WHITE & CASE LLP STREET 2: 1155 AVENUE OF THE AMERICUS CITY: NEW YORK STATE: NY ZIP: 10036-2787 SC 14D1/A 1 FORM SC 14D1/A ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 2 TO SCHEDULE 14D-1 Tender Offer Statement Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934 Supermarkets General Holdings Corporation (Name of Subject Company) Koninklijke Ahold N.V. (Royal Ahold) Croesus, Inc. Ahold U.S.A., Inc. Ahold Acquisition, Inc. (Bidders) $3.52 Cumulative Exchangeable Redeemable Preferred Stock, par value $0.01 per share (Title of Class of Securities) 86844620 (CUSIP Number of Class of Securities) Mr. Paul P.J. Butzelaar Koninklijke Ahold N.V. Albert Heijnweg 1 1507 EH Zaandam, The Netherlands 011-31-75-659-5671 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Bidder) Copy to: John M. Reiss, Esq. White & Case LLP 1155 Avenue of the Americas New York, New York 10036 (212) 819-8200 SCHEDULE 14D-1 - --------------------------------- CUSIP No. 86844620 - --------------------------------- - -------- ----------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Koninklijke Ahold N.V. - -------- ----------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ( ) (a) (X) (b) - -------- ----------------------------------------------------------------------- 3 SEC USE ONLY - -------- ----------------------------------------------------------------------- 4 SOURCE OF FUNDS N/A - -------- ----------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) or 2(f) ( ) - -------- ----------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION The Netherlands - -------- ----------------------------------------------------------------------- 7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 - -------- ----------------------------------------------------------------------- 8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES ( ) - -------- ----------------------------------------------------------------------- 9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 0.0% - -------- ----------------------------------------------------------------------- 10 TYPE OF REPORTING PERSON CO - -------- ----------------------------------------------------------------------- SCHEDULE 14D-1 - --------------------------------- CUSIP No. 86844620 - --------------------------------- - -------- ----------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Croesus, Inc. - -------- ----------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ( ) (a) (X) (b) - -------- ----------------------------------------------------------------------- 3 SEC USE ONLY - -------- ----------------------------------------------------------------------- 4 SOURCE OF FUNDS BK - -------- ----------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) or 2(f) ( ) - -------- ----------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware - -------- ----------------------------------------------------------------------- 7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 - -------- ----------------------------------------------------------------------- 8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES ( ) - -------- ----------------------------------------------------------------------- 9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 0.0% - -------- ----------------------------------------------------------------------- 10 TYPE OF REPORTING PERSON CO - -------- ----------------------------------------------------------------------- SCHEDULE 14D-1 - --------------------------------- CUSIP No. 86844620 - --------------------------------- - -------- ----------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Ahold U.S.A., Inc. - -------- ----------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ( ) (a) (X) (b) - -------- ----------------------------------------------------------------------- 3 SEC USE ONLY - -------- ----------------------------------------------------------------------- 4 SOURCE OF FUNDS AF - -------- ----------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) or 2(f) ( ) - -------- ----------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware - -------- ----------------------------------------------------------------------- 7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 - -------- ----------------------------------------------------------------------- 8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES ( ) - -------- ----------------------------------------------------------------------- 9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 0.0% - -------- ----------------------------------------------------------------------- 10 TYPE OF REPORTING PERSON CO - -------- ----------------------------------------------------------------------- SCHEDULE 14D-1 - --------------------------------- CUSIP No. 86844620 - --------------------------------- - -------- ----------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Ahold Acquisition, Inc. - -------- ----------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ( ) (a) (X) (b) - -------- ----------------------------------------------------------------------- 3 SEC USE ONLY - -------- ----------------------------------------------------------------------- 4 SOURCE OF FUNDS AF - -------- ----------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) or 2(f) ( ) - -------- ----------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware - -------- ----------------------------------------------------------------------- 7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 - -------- ----------------------------------------------------------------------- 8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES ( ) - -------- ----------------------------------------------------------------------- 9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 0.0% - -------- ----------------------------------------------------------------------- 10 TYPE OF REPORTING PERSON CO - -------- ----------------------------------------------------------------------- This Amendment No. 2 amends and supplements the Schedule 14D-1 filed on March 15, 1999, as amended, relating to the offer by Ahold Acquisition, Inc., a Delaware corporation (the "Purchaser"), a direct wholly-owned subsidiary of Ahold U.S.A., Inc., a Delaware corporation ("Ahold U.S.A."), an indirect wholly-owned subsidiary of Croesus Inc., a Delaware corporation ("Croesus") and an indirect wholly-owned subsidiary of Koninklijke Ahold N.V. (also referred to as Royal Ahold), a public company with limited liability incorporated under the laws of The Netherlands with its corporate seat in Zaandam (Municipality Zaanstad), The Netherlands ("Parent"), to purchase for cash all of the issued and outstanding shares of the $3.52 Cumulative Exchangeable Redeemable Preferred Stock, par value $0.01 per share (the "Shares"), of Supermarkets General Holdings Corporation, a Delaware corporation (the "Company"), at a price of $38.25 per Share (the "Offer Price"), net to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated March 15, 1999 (the "Offer to Purchase"), and in the related Letter of Transmittal and Notice of Guaranteed Delivery. ITEM 10. ADDITIONAL INFORMATION. Paragraph (e) of Item 10 is hereby amended and supplemented by adding thereto the following: SETTLEMENT OF LITIGATION. As previously described in the Schedule 14D-1, the Company, SMG-II, the Purchaser and the directors of the Company are defendants (collectively, the "Defendants") in a purported stockholder class action lawsuit entitled Wolfson v. Supermarkets General Holdings Corporation, et. al., C.A. No. 17047 (the "Action"), in which the plaintiff alleged, among other things, that the defendant directors of the Company and SMG-II breached their fiduciary duties to the holders of the Shares. The plaintiff, by his counsel, has entered into a Memorandum of Understanding, dated May 19, 1999 (the "Memorandum of Understanding"), with the Defendants (by their counsel) pursuant to which the parties have agreed to settle the Action. The proposed settlement is subject to, among other things, the approval of the settlement by the Court of Chancery of the State of Delaware (the "Court"). The Memorandum of Understanding provides for the following: (i) the certification of the Action as a class action under the rules of the Court, which class would consist of all holders of the Shares from and including March 9, 1999 through and including the consummation of the SMG-II Merger, or, if the SMG-II Merger fails to close, the Alternative Stock Purchase (the "Class"); (ii) the complete and final compromise, settlement, discharge and release of all claims, demands, rights, actions, causes of action, liabilities, damages, losses, obligations, judgments, suits, matters and issues of any kind or nature whatsoever, whether known or unknown, contingent or absolute, suspected or unsuspected, disclosed or undisclosed, hidden or concealed, matured or unmatured, arising under federal, state or any other law, that have been, could have been, or in the future can or might be asserted in the Action or in any court, tribunal or proceeding by or on behalf of any member of the Class (the "Releasing Parties"), whether individual, class, derivative, representative, legal, equitable or any other type or in any other capacity, against Defendants or any of their families, parent entities, affiliates, subsidiaries, predecessors, successors or assigns, and each and all of their respective past, present or future officers, directors, associates, stockholders, controlling persons, representatives, employees, attorneys, financial or investment advisors, consultants, accountants, investment bankers, commercial bankers, engineers, advisors, insurers or agents, heirs, executors, trustees, general or limited partners or partnerships, personal representatives, estates or administrators, predecessors, successors and assigns (collectively, the "Released Persons"), which have arisen, could have arisen, or will arise out of, or which are related in any manner to, the allegations, facts, events, transactions, acts, occurrences, statements, representations, misrepresentations, omissions or any other matter, set forth or otherwise related, directly or indirectly, to the complaint filed in the Action, the SMG-II Merger, the Alternative Stock Purchase, public filings or statements by Defendants or their representatives in connection with the SMG-II Merger or the Alternative Stock Purchase, or any other actions of the Defendants relating in any way to the SMG-II Merger or the Alternative Stock Purchase (collectively, the "Settled Claims") (subject to certain limited exceptions); (iii) the Defendants have denied, and continue to deny, that they have committed or attempted to commit any violation of law or breaches of duty of any kind; and (iv) the Defendants are entering into the Memorandum of Understanding and will be entering into the proposed settlement documentation solely because the proposed settlement would eliminate the burden, risk and expense of further litigation and is in the best interests of the Company and all of its stockholders. In addition, the Company has agreed to amend the Schedule 14D-9 to provide certain supplemental information. In addition, the parties have agreed in the Memorandum of Understanding that plaintiff's counsel in the Action will apply to the Court for a total award of attorneys' fees and expenses in an amount not to exceed $1,956,268.40, or $0.40 per Share, which Defendants have agreed not to oppose, provided, however, such amount shall be payable only after Final Court Approval (as defined below), and only if the Offer at the New Offer Price (as defined below) closes. In the event the Offer at the New Offer Price does not close, but the Alternative Stock Purchase does, pursuant to the terms of the Memorandum of Understanding, the Released Persons shall continue to enjoy all of the benefits of the settlement and plaintiff's counsel reserves their right to petition the Court for an award of attorneys' fees and expenses, and the Defendants reserve their rights to oppose any such petition. Pursuant to the terms of the Memorandum of Understanding, the Defendants have agreed, subject to Final Court Approval, that the Purchaser shall increase the Offer Price to $40.25 per Share, less the total amount awarded as fees and expenses to plaintiff's counsel by the Court divided by the total number of outstanding Shares (the "New Offer Price"). As described above, plaintiff's counsel will apply to the Court for an award of fees and expenses in an aggregate amount not to exceed $1,956,268.40, or $0.40 per Share. Thus, if the Court approves the settlement and the fees and expenses of counsel for the plaintiff in full, the New Offer Price will be $39.85 per Share. In addition, promptly following the approval of the settlement by the Court, the Defendants have also agreed to amend the SMG-II Merger Agreement and the Alternative Stock Purchase Agreement to permit either party to the SMG-II Merger Agreement and the Alternative Stock Purchase Agreement, in the event that Final Court Approval is not obtained on or prior to November 15, 1999, to extend unilaterally the December 15, 1999 termination date set forth in the SMG-II Merger Agreement and the Alternative Stock Purchase Agreement, to a new date 30 days after the date of the Final Court Approval or a final determination that does not constitute Final Court Approval (the "New Termination Date"), provided, however, that the New Termination Date shall not in any event be later than April 17, 2000 unless otherwise mutually agreed by the parties to the SMG-II Merger Agreement and the Alternative Stock Purchase Agreement, respectively. The Defendants have also agreed that the Purchaser, at its sole option, may elect on any date during the period from March 1, 2000 through April 1, 2000, if prior to such date neither Final Court Approval nor a final determination that does not constitute Final Court Approval (an "Adverse Determination") has been received, to cause the SMG-II Merger Agreement to be amended to reduce the merger consideration to be received by the holders of the capital stock of SMG-II pursuant to the SMG-II Merger Agreement by $9,781,342 (being the product of (x) the amount equal to the difference between the New Offer Price and the Offer Price and (y) the number of outstanding Shares) (the "Escrow Amount"), which amount shall be held in escrow for the benefit of the holders of the Shares pending Final Court Approval (less the total amount awarded as fees and expenses to plaintiff's counsel by the Court). Upon any such election by the Purchaser, pursuant to the terms of the Memorandum of Understanding, the Purchaser shall be deemed to have waived on behalf of all parties any requirement under the settlement of obtaining Final Court Approval prior to closing the Offer and the SMG-II Merger or the Alternative Stock Purchase. In addition, the Defendants have agreed that in the event that the Purchaser makes such an election, but Final Court Approval ultimately is not obtained, the Escrow Amount, (i) if the Offer closes, shall remain in escrow and be available for satisfaction of an adverse judgment against Defendants, if any, or (ii) if the Alternative Stock Purchase closes, shall be released to PTK. In addition, the Defendants have also agreed that in the event that an Adverse Determination is received at any time before termination or closing of the Offer, then the parties shall proceed with the SMG-II Merger and Alternative Stock Purchase on the terms set forth in the original SMG-II Merger Agreement or original Alternative Stock Purchase Agreement; provided, however, that if the Purchaser has made the election described above and subsequent to such election, but prior to the closing of the Offer or the Alternative Stock Purchase, an Adverse Determination is received, then the parties shall proceed with the SMG-II Merger or the Alternative Stock Purchase on the terms set forth in the original SMG-II Merger Agreement and the original Alternative Stock Purchase Agreement only if SMG-II provides notice to the Purchaser by April 1, 2000 of its election to proceed on those terms. Pursuant to the terms of the Memorandum of Understanding, any of the Defendants shall have the right to withdraw from the proposed settlement in the event that (i) any claims related to the SMG-II Merger, the Alternative Stock Purchase, or the subject matter of the Action are commenced by any member of the Class against any Released Persons in any court prior to Final Court Approval of the settlement, and the court in which such claims are pending denies Defendants' application to dismiss or stay such action in contemplation of dismissal or (ii) any of the other conditions to the consummation of the settlement described below shall not have been satisfied. The consummation of the settlement is subject to (i) the drafting and execution of the settlement documents and the other agreements necessary to effectuate the terms of the proposed settlement; (ii) Final Court Approval of the settlement; (iii) dismissal of the Action by the Court with prejudice and without awarding fees or costs to any party; and (iv) the Purchaser closing (A) the Offer and the SMG-II Merger or (B) the Alternative Stock Purchase. For purposes hereof, "Final Court Approval" of the settlement means an order entered by the Court approving the settlement and awarding plaintiff's counsel's fees and expenses and such order is finally affirmed, without modification of any substantive right of any party to the Memorandum of Understanding, on appeal or is no longer subject to appeal and time for any petition for reargument, appeal or review, by certiorari or otherwise, has expired, provided that any modification of the order approving the settlement with respect to the amount of attorneys' fees and expenses awarded and/or any additional supplemental disclosure required shall not be considered a modification of a substantive right affecting Final Court Approval. EXTENSION AGREEMENT. Concurrently with the execution of the Memorandum of Understanding and as required by Parent and the Purchaser, Parent, the Purchaser and the SMG-II Stockholders entered into an extension agreement, pursuant to which the SMG-II Stockholders have agreed to extend the Stockholders Agreement Termination Date to a new date that is two months after the New Termination Date. The third to the last sentence in Section 7--"Certain Information Concerning the Company" of the Offer to Purchase is hereby amended and restated in its entirety to read as follows: "None of Parent, the Purchaser, Croesus, Ahold U.S.A. or any other person assumes any responsibility for the accuracy or validity of the foregoing Projections." Paragraph (f) of Item 10 is amended by adding at the end thereof the following: On May 20, 1999, Royal Ahold issued a press release announcing the extension of the Expiration Date of the Offer until 5:00 p.m., New York City time, on Friday, September 3, 1999, unless further extended. A copy of the press release is attached hereto as Exhibit (a)(10) and is incorporated herein by reference. ITEM 11. MATERIAL TO BE FILED AS EXHIBIT. The following is hereby added as an exhibit: Exhibit(a)(10) Press Release dated May 20, 1999, extending the Expiration Date of the Offer to Purchase. Exhibit(c)(5) Extension Agreement, dated as of May 19, 1999 by and among Koninklijke Ahold N.V., Ahold Acquisition, Inc. and the Stockholders listed in Exhibit I thereto. Exhibit (g)(1) Memorandum of Understanding, dated as of May 19, 1999 by and among Supermarkets General Holdings Corporation, SMG-II Holdings, Corporation, the directors of Supermarkets General Holdings Corporation and Ahold Acquisition, Inc. SIGNATURE After due 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. Dated: May 20, 1999 KONINKLIJKE AHOLD N.V. By: /S/ R. G. TOBIN --------------------------------- Name: R.G. Tobin Title: Executive Vice President CROESUS, INC. By: /S/ R. G. TOBIN --------------------------------- Name: R.G. Tobin Title: President and Chief Executive Officer AHOLD U.S.A., INC. By: /S/ R. G. TOBIN --------------------------------- Name: R. G. Tobin Title: President and Chief Executive Officer AHOLD ACQUISITION, INC. By: /S/ R. G. TOBIN --------------------------------- Name: R. G. Tobin Title: President EX-99 2 PRESS RELEASE May 20, 1999 31 75 6595720 Royal Ahold extends tender offer Zaandam, The Netherlands, May 20, 1999 - Ahold Acquisition, Inc., a wholly-owned subsidiary of Royal Ahold, is extending the tender offer for the Preferred Stock of Supermarkets General Holdings Corporation ("SMGH") until 5:00 p.m., New York City time, on Friday, September 3, 1999. The offer had been scheduled to expire on Friday, May 21, 1999. The offer has been made pursuant to an agreement under which Royal Ahold will acquire all of the outstanding shares of the capital stock of SMG-II Holdings Corporation ("SMG-II"). SMG-II controls the US supermarket company Pathmark Stores Inc.. Based upon information provided by Citibank N.A., as depositary for the offer, as of the close of business on May 17, 1999, approximately 1.1 million shares (22.4%) of the outstanding Preferred Stock have been tendered and not withdrawn. Completion of the tender offer is subject to a number of conditions, including obtaining necessary regulatory approvals and at least 66 2/3% of the shares of Preferred Stock being tendered in the offer and not withdrawn. (It is standard practice that the majority of shares will not be tendered until the final two days of the offering period.) Ahold Acquisition agreed to extend the tender offer in connection with a Memorandum of Understanding that has been entered into on May 19th. The Memorandum set forth an agreement in principle of all concerned parties to settle a purported stockholder class action lawsuit on behalf of the holders of the SMGH Preferred Stock that had been brought against SMGH, its directors, its parent company SMG-II and Ahold Acquisition. The action relates to the pending tender offer and the allocation of the total consideration to be paid in the transaction among the equity owners of SMGH and SMG-II. The proposed settlement is subject to a number of conditions, including the approval of the settlement by the Court of Chancery of the State of Delaware. If such approval becomes final, Ahold Acquisition has agreed to amend its tender offer to increase the offer price for the SMGH Preferred Stock to $40.25 per share, less any fees and expenses awarded to plaintiff's counsel by the court (which could total $0.40 per share of SMGH Preferred Stock). In such event, the total amount of merger consideration to be paid to the holders of the capital stock of SMG-II will be reduced accordingly. AS A RESULT, THE OVERALL CONSIDERATION AHOLD ACQUISITION WILL PAY IN CONNECTION WITH THE PATHMARK ACQUISITION WILL NOT INCREASE. The total price payable by Ahold Acquisition for all of the capital stock of SMG-II and the preferred stock of SMGH is approximately USD 250 million. Pursuant to the agreement, Royal Ahold will also indirectly assume all of the indebtedness of Pathmark, amounting to approximately USD 1.5 billion. Ahold Public Relations, tel. +31 75 659 57 20 After office hours: Hans Gobes: +31 6 55 82 22 98 / Jan Hol: +31 6 22 933 137 - -------------------------------------------------------------------------------- Royal Ahold press releases may contain 'forward-looking statements'. Actual results may differ from such statements as they may have been influenced by factors beyond the company's ability to control. - -------------------------------------------------------------------------------- EX-99 3 EXTENSION AGREEMENT EXTENSION AGREEMENT BY AND AMONG KONINKLIJKE AHOLD N.V., AHOLD ACQUISITION, INC. AND THE STOCKHOLDERS LISTED ON EXHIBIT 1 HERETO Dated as of May 19, 1999 EXTENSION AGREEMENT EXTENSION AGREEMENT (this "Agreement") dated as of May 19, 1999, among KONINKLIJKE AHOLD N.V., a company organized under the laws of The Netherlands ("Parent"), AHOLD ACQUISITION, INC., a company organized under the laws of Delaware and an indirect wholly owned subsidiary of Parent ("Sub") and the other parties signatory hereto (individually, a "Stockholder" and, collectively, the "Stockholders"). Terms used but not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement (as defined below). W I T N E S S E T H : WHEREAS, Parent, Sub and SMG-II Holdings Corporation, a company organized under the laws of Delaware (the "Company"), entered into an Agreement and Plan of Merger, dated as of March 9, 1999 (the "Merger Agreement"), pursuant to which the parties thereto agreed to merge Sub with and into the Company (the "Merger"); WHEREAS, as an inducement and a condition to entering into the Merger Agreement, the Stockholders entered into a Stockholders Agreement, dated as of March 9, 1999 (the "Stockholders Agreement") with Parent and Sub; WHEREAS, there is now pending an action in the Court of Chancery of the State of Delaware, styled Elliot Wolfson v. Supermarkets General Holdings Corporation, et al., C.A. No. 17047 (the "Action"); WHEREAS, the Action was filed by plaintiff ("Plaintiff") as a putative class action against Supermarkets General Holdings Corporation, a company organized under the laws of Delaware ("SMGH"), the Company, Sub, and certain individual defendants (the "Director Defendants"), seeking, inter alia, injunctive and declaratory relief and/or monetary relief with respect to the Tender Offer; WHEREAS, SMGH, the Company, Sub, the Director Defendants and Plaintiff have agreed to settle the Lawsuit pursuant to the Memorandum of Understanding, dated May 19, 1999, and related settlement agreements (the "Settlement"); NOW, THEREFORE, in consideration of the foregoing and the mutual premises, representations, warranties, covenants and agreements contained herein, the parties hereto, intending to be legally bound, hereby agree as follows: 1. Extension of Termination Date. Parent, Sub and the Stockholders hereby agree that notwithstanding clause (ii) of Section 9 of the Stockholders Agreement, in the event that either Sub or the Company elect to extend the termination date set forth in Section 8.1(c) of the Merger Agreement pursuant to the Settlement (the "Extended Merger Termination Date"), the date set forth in clause (ii) of Section 9 of the Stockholders Agreement shall be deemed to be extended to a date that is two (2) months after the Extended Merger Termination Date. 2. Miscellaneous. (a) Further Assurances. From time to time, at the other party's request and without further consideration, each party hereto shall execute and deliver such additional documents and take all such further lawful action as may be necessary or desirable to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement. (b) No Third Party Beneficiaries. This Agreement is not intended to be for the benefit of, and shall not be enforceable by, any person or entity who or which is not a party hereto. (c) Counterparts. This Agreement may be executed in two or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by telecopier shall be effective as delivery of a manually executed counterpart of this Agreement. IN WITNESS WHEREOF, Parent, Sub and each Stockholder have caused this Agreement to be duly executed as of the day and year first above written. KONINKLIJKE AHOLD N.V. By: /s/ C.H. van der Hoeven ------------------------------------- Name: C.H. van der Hoeven Title: President AHOLD ACQUISITION, INC. By: /s/ Robert G. Tobin ------------------------------------- Name: Robert G. Tobin Title: President MERRILL LYNCH CAPITAL APPRECIATION PARTNERSHIP NO. IX, L.P. By MERRILL LYNCH LBO PARTNERS NO. II, L.P., as General Partner By MERRILL LYNCH CAPITAL PARTNERS, INC., as General Partner By /s/ James V. Caruso ------------------------------------- Name: James V. Caruso Title: Vice President ML OFFSHORE LBO PARTNERSHIP NO. IX By MERRILL LYNCH LBO PARTNERS NO. II, L.P., as Investment General Partner By MERRILL LYNCH CAPITAL PARTNERS, INC., as General Partner By /s/ James V. Caruso ------------------------------------- Name: James V. Caruso Title: Vice President ML EMPLOYEES LBO PARTNERSHIP NO. I, L.P. By ML EMPLOYEES LBO MANAGERS, INC., as General Partner By /s/ James V. Caruso ------------------------------------- Name: James V. Caruso Title: Vice President ML IBK POSITIONS, INC. By /s/ James V. Caruso ------------------------------------- Name: James V. Caruso Title: Vice President MERCHANT BANKING L.P. NO. 1 By MERRILL LYNCH MBP INC., as General Partner By /s/ James V. Caruso ------------------------------------- Name: James V. Caruso Title: Vice President MERRILL LYNCH KECALP L.P. 1987 By KECALP INC., as General Partner By /s/ James V. Caruso ------------------------------------- Name: James V. Caruso Title: Vice President MERRILL LYNCH CAPITAL APPRECIATION PARTNERSHIP NO. B-X, L.P. By MERRILL LYNCH LBO PARTNERS NO. B-II, L.P., as General Partner By MERRILL LYNCH CAPITAL PARTNERS, INC., as General Partner By /s/ James V. Caruso ------------------------------------- Name: James V. Caruso Title: Vice President ML OFFSHORE LBO PARTNERSHIP NO. B-X By MERRILL LYNCH LBO PARTNERS NO. B-II, L.P., as Investment General Partner By MERRILL LYNCH CAPITAL PARTNERS, INC., as General Partner By /s/ James V. Caruso ------------------------------------- Name: James V. Caruso Title: Vice President MLCP ASSOCIATES L.P. NO. II By MERRILL LYNCH CAPITAL PARTNERS, INC., as General Partner By /s/ James V. Caruso ------------------------------------- Name: James V. Caruso Title: Vice President MERCHANT BANKING L.P. NO. IV By MERRILL LYNCH MBP, INC., as General Partner By /s/ James V. Caruso ------------------------------------- Name: James V. Caruso Title: Vice President MERRILL LYNCH KECALP L.P. 1989 By KECALP INC., as General Partner By /s/ James V. Caruso ------------------------------------- Name: James V. Caruso Title: Vice President MERRILL LYNCH KECALP L.P. 1991 By KECALP INC., as General Partner By /s/ James V. Caruso ------------------------------------- Name: James V. Caruso Title: Vice President THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES By /s/ U. Peter C. Gummeson ------------------------------------- Name: U. Peter C. Gummeson Title: Investment Officer EQUITABLE DEAL FLOW FUND, L.P. By EQUITABLE MANAGED ASSETS, L.P., as General Partner By THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES, as General Partner By /s/ U. Peter C. Gummeson ------------------------------------- Name: U. Peter C. Gummeson Title: Investment Officer JAMES L. DONALD, INDIVIDUAL STOCKHOLDER /s/ James L. Donald --------------------------------------- James L. Donald Name of Stockholder Class of Company Stock Stockholder - -------------------------------------------------------------------------------- Merrill Lynch Capital Appreciation Partnership No. IX, L.P. Class A Common Stock 488,704.8 - -------------------------------------------------------------------------------- ML Offshore LBO Partnership No. IX Class A Common Stock 12,424.7 - -------------------------------------------------------------------------------- ML Employees LBO Partnership No. I, L.P. Class A Common Stock 12,148.6 - -------------------------------------------------------------------------------- ML IBK Positions, Inc. Class A Common Stock 21,258.9 - -------------------------------------------------------------------------------- Merchant Banking L.P. No. 1 Class A Common Stock 8,119 - -------------------------------------------------------------------------------- Merrill Lynch KECALP L.P. 1987 Class A Common Stock 7,344 - -------------------------------------------------------------------------------- The Equitable Life Assurance Society of the United States Class B Common Stock 150,000 - -------------------------------------------------------------------------------- Equitable Deal Flow Fund, L.P. Class B Common Stock 150,000 - -------------------------------------------------------------------------------- Merrill Lynch Capital Appreciation Partnership No. B-X, L.P. Series A Preferred Stock 133,043 - -------------------------------------------------------------------------------- ML Offshore LBO Partnership No. B-X Series A Preferred Stock 40,950 - -------------------------------------------------------------------------------- MLCP Associates L.P. No. II Series A Preferred Stock 1,740 - -------------------------------------------------------------------------------- ML IBK Positions, Inc. Series A Preferred Stock 46,344.5 - -------------------------------------------------------------------------------- Merchant Bank L.P. No. IV Series A Preferred Stock 3,779 - -------------------------------------------------------------------------------- Merrill Lynch KECALP, L.P. 1989 Series A Preferred Stock 7,000 - -------------------------------------------------------------------------------- Merrill Lynch KECALP, L.P. 1991 Series A Preferred Stock 3,874.5 - -------------------------------------------------------------------------------- The Equitable Life Assurance Society of the United States Series B Preferred Stock 84,134 - -------------------------------------------------------------------------------- Equitable Deal Flow Fund, L.P. Series B Preferred Stock 84,135 - -------------------------------------------------------------------------------- James Donald Series C Preferred Stock 8,520 - -------------------------------------------------------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----