-----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, IpLSpfjaxlibGKfljFwbvdi6bqWvCTnmkThRia6/PlfAP8USzKONI5SimSkreX61 6/aaAfVQmrtpZwdLOX6fTA== 0000950127-99-000276.txt : 19990830 0000950127-99-000276.hdr.sgml : 19990830 ACCESSION NUMBER: 0000950127-99-000276 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19990827 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: 99701527 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: 0103 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 AMENDMENT NO. 4 TO 14D-1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 _______________ AMENDMENT NO. 4 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. Ton van Tielraden 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) [ ] (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) [ ] (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) [ ] (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) [ ] (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. 4 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"), 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 1. Security and the Subject Company Item 1(b) is hereby amended and supplemented by the following: The cover page of the Offer to Purchase is hereby amended by deleting the reference to "$38.25 Net Per Share" in the seventh line and replacing it with "$39.85 Net Per Share". The Introduction of the Offer to Purchase is hereby amended and supplemented by deleting the first paragraph and substituting therefor the following: "Ahold Acquisition, Inc., a Delaware corporation (the "Purchaser"), and an indirect wholly-owned subsidiary of Koninklijke Ahold N.V. (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"), hereby offers to purchase 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 $39.85 per Share, net to the seller in cash, without interest thereon (the "Offer Price"), upon the terms and subject to the conditions set forth in this Offer to Purchase and in the related Letter of Transmittal (which, as they may be amended and supplemented from time to time, together constitute the "Offer")." The Introduction of the Offer to Purchase is hereby further amended and supplemented by deleting the third paragraph and substituting therefor the following: The Offer is an integral part of the transactions contemplated by, and is being made pursuant to, an Agreement and Plan of Merger, dated as of March 9, 1999 (the "SMG-II Merger Agreement"), by and among Parent, the Purchaser and SMG-II Holdings Corporation, a Delaware corporation ("SMG-II"), pursuant to which Parent will be acquiring all of the issued and outstanding shares of the capital stock of SMG-II through the merger of the Purchaser with and into SMG-II (the "SMG-II Merger"), subject to the terms and conditions contained in the SMG-II Merger Agreement. The aggregate consideration for the acquisition of all of the issued and outstanding shares of the capital stock of SMG-II is $45,950,492.25 which, when aggregated with the total potential consideration payable by the Purchaser to the holders of Shares pursuant to the Offer, equals $242,800,000. The Purchaser has been informed that, as of March 9, 1999, SMG-II is the owner of all of the issued and outstanding shares of Class A Common Stock and Class B Common Stock of the Company which shares represent, together with the Shares, all of the issued and outstanding shares of the capital stock of the Company. The Introduction of the Offer to Purchase is hereby further amended and supplemented by deleting the seventh paragraph and substituting therefor the following: "The SMG-II Merger Agreement provides that, promptly upon consummation of the SMG-II Merger, Parent will cause the Company to be merged with and into SMG-II (the "Company Merger"), pursuant to a Merger Agreement (the "Company Merger Agreement") in the form attached as an exhibit to the SMG-II Merger Agreement and to be entered into at such time by and between SMG-II and the Company. At the effective time of the Company Merger, each of the Shares (other than Shares held by any subsidiary of the Company or in the treasury of the Company, or held, directly or indirectly, by Parent or any direct or indirect subsidiary of Parent (including the Shares acquired by the Purchaser pursuant to the Offer), which Shares will be canceled, and other than Shares, if any, held by stockholders who perfect their appraisal rights under the Delaware General Corporation Law (the "DGCL") will be converted into the right to receive an amount in cash equal to $39.85. The Company Merger Agreement is more fully described in Section 11 - "Purpose of the Offer; Plans for the Company; Certain Agreements." Under the DGCL, if the Purchaser acquires, pursuant to the Offer or otherwise, at least 90% of the then outstanding Shares, the Purchaser will be able to approve and effect the Company Merger without a vote of the Company's stockholders. If, however, the Purchaser does not acquire at least 90% of the then outstanding Shares pursuant to the Offer or otherwise, a vote of the Company's stockholders to effect the Company Merger is required under the DGCL and a longer period of time will be required to effect the Company Merger. See Section 11 - "Purpose of the Offer; Plans for the Company; Certain Agreements"." Item 3. Past Contacts, Transactions or Negotiations with the Subject Company. Item 3 is hereby amended and restated to read in its entirety as follows: "(a)-(b) The information set forth in the Introduction (as amended in Item 1 of this Amendment), Section 10--"Background of the Offer; Contacts with the Company" and Section 11--"Purpose of the Offer; Plans for the Company; Certain Agreements" (as amended below) of the Offer to Purchase is incorporated herein by reference." Section 11--"Purpose of the Offer; Plans for the Company; Certain Agreements" of the Offer to Purchase is hereby amended and supplemented by deleting the fifth paragraph of the subsection captioned "SMG-II Merger Agreement" and substituting therefor the following: "In the SMG-II Merger, on the date and at the time when the SMG-II Merger shall become effective (the "Effective Time") each issued and outstanding share of Class A Common Stock, par value $0.01 per share (the "Class A Common Stock"), of SMG-II, each issued and outstanding share of Class B Common Stock, par value $0.01 per share (the "Class B Common Stock"), of SMG-II, each issued and outstanding share of Series A Cumulative Convertible Preferred Stock, par value $0.01 per share (the "Series A Preferred Stock"), of SMG-II, each issued and outstanding share of Series B Cumulative Convertible Preferred Stock, par value $0.01 per share (the "Series B Preferred Stock"), of SMG-II, and each issued and outstanding share of Series C Cumulative Convertible Preferred Stock, par value $0.01 per share (the "Series C Preferred Stock") and, together with the Class A Common Stock, the Class B Common Stock, the Series A Preferred Stock and the Series B Preferred Stock, collectively, the "SMG-II Stock") (other than shares of SMG-II Stock held by any subsidiary of SMG-II or in the treasury of SMG-II, or by Parent, the Purchaser or any other subsidiary of Parent, which shares of SMG-II Stock will be canceled, and other shares of SMG-II Stock, if any, held by stockholders who perfect their appraisal rights under the DGCL) will by virtue of the SMG-II Merger Agreement and without any action by the holder thereof, be converted into the right to receive, in the case of Class A Common Stock and Class B Common Stock, $4.38 in cash and in the case of Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock, $93.46 in cash (such amount, with respect to each such share of SMG-II Stock, the "Applicable Merger Consideration") payable to the holder thereof, without interest thereon." Section 11--"Purpose of the Offer; Plans for the Company; Certain Agreements" of the Offer to Purchase is hereby further amended and supplemented by deleting the tenth paragraph of the subsection captioned "SMG-II Merger Agreement" and substituting therefor the following: "SMG-II Meeting. Pursuant to the SMG-II Merger Agreement, not later than September 3, 1999, SMG-II, acting through the board of directors of SMG-II, shall, in accordance with applicable law, (i) call a special meeting of its stockholders (the "Special Meeting") for the purpose of voting upon the SMG-II Merger Agreement and the SMG-II Merger or (ii) use its reasonable efforts to solicit in writing the consent to the SMG-II Merger Agreement and the SMG-II Merger from all holders of the SMG-II Stock. SMG-II has agreed that it shall include in its proxy solicitation or, as the case may be, consent solicitation the recommendation of the board of directors of SMG-II that stockholders of SMG-II approve and adopt the SMG-II Merger Agreement and approve the SMG-II Merger and take all other lawful action necessary and advisable to secure the vote or, as the case may be, consent of holders of 66 2/3% of SMG-II Stock (voting as one class, with each share having one vote) in favor of the SMG-II Merger and the SMG-II Merger Agreement." Section 11--"Purpose of the Offer; Plans for the Company; Certain Agreements" of the Offer to Purchase is hereby amended and supplemented by deleting the twelfth paragraph of the subsection captioned "SMG-II Merger Agreement" and substituting therefor the following: Notwithstanding anything else provided in the foregoing paragraph to the contrary, the following are permitted under the SMG-II Merger Agreement: (1) the acquisition of direct or indirect interests in real property intended for the operation of stores of Pathmark or any of its subsidiaries (other than PRMC), the improvement of real property, the remodeling of stores of Pathmark or any of its subsidiaries (other than PRMC) and the obtaining of financing therefor in the ordinary course of business consistent with past practice, (2) the negotiation and entering into by Pathmark or any of its subsidiaries (other than PRMC) of amendments to existing leases for real property in the ordinary course of business, (3) the negotiation in good faith and entering into new collective bargaining agreements by Pathmark that replace agreements that have expired or will expire pursuant to their terms within 90 days from the date of the commencement of negotiations, (4) the marketing and sale of certain real estate not used in the supermarket business by Pathmark or any of its subsidiaries (other than PRMC), provided that no such sale (other than a sale pursuant to a binding agreement to which Pathmark was a party on March 9, 1999) shall be agreed to without the prior adequate consultation with Parent, (5) entering into amendments to the Credit Agreement among Pathmark, various banks, and The Chase Manhattan Bank, as Agent, dated as of June 30, 1997, as amended and restated (the "Pathmark Credit Agreement"), to modify covenants as required (other than modifications, except for a possible increase in the interest rate, which will make any one or more covenants more restrictive) and (6) entering into an agreement implementing the amendments to the First Amended and Restated Supply Agreement dated January 29, 1998, by and between Pathmark and C&S Wholesale Grocers, Inc. (the "Supply Agreement") agreed to in a memorandum of understanding effective December 27, 1998 by and between Pathmark and C&S Wholesale Grocers, Inc. Section 11--"Purpose of the Offer; Plans for the Company; Certain Agreements" of the Offer to Purchase is hereby further amended and supplemented by deleting the fourth paragraph of the subsection captioned "Company Merger Agreement" and substituting therefor the following: "In the Company Merger, (i) each issued and outstanding share of Class A Common Stock and Class B Common Stock will be canceled without payment to the holders thereof and (ii) each issued and outstanding Share (other than Shares held by any subsidiary of the Surviving SMG-II Corporation or in the treasury of the Surviving SMG-II Corporation, or by Parent, the Purchaser or any other subsidiary of Parent, which Shares will be canceled, and other Shares, if any, held by stockholders who perfect their appraisal rights under the DGCL) will by virtue of the Company Merger and without any action by the holder thereof, be converted into the right to receive $39.85 in cash (the "Company Merger Consideration"), payable to the holder thereof, without interest thereon." Section 11--"Purpose of the Offer; Plans for the Company; Certain Agreements" of the Offer to Purchase is hereby further amended and supplemented by adding at the end of the subsection captioned "SMG-II Merger Agreement" the following: "On August 24, 1999, the SMG-II Merger Agreement was amended by, among other changes, changing the Applicable Merger Consideration in the case of Class A Common Stock and Class B Common Stock to $4.38 in cash and in the case of Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock to $93.46 in cash payable to the holder thereof, without interest thereon." A copy of the Amendment to the SMG-II Merger Agreement is filed as Exhibit (c)(5) and is incorporated herein by reference. Section 11--"Purpose of the Offer; Plans for the Company; Certain Agreements" of the Offer to Purchase is hereby further amended and supplemented by adding at the end of the subsection captioned "The Alternative Stock Purchase Agreement" the following: "On August 24, 1999, the Alternative Stock Purchase Agreement was amended by deleting the reference to "$38.25 per share" in the second recital of the Alternative Stock Purchase Agreement and replacing it with "$39.85 per share"." A copy of the Amendment to the Alternative Stock Purchase Agreement is filed as Exhibit (c)(6) and is incorporated herein by reference. Item 5. Purpose of the Tender Offer and Plans or Proposals of the Bidder. Item 5 is hereby amended and restated to read in its entirety as follows: "(a)-(g) The information set forth in the Introduction (as amended in Item 1 of this Amendment) and Section 10--"Background of the Offer; Contacts with the Company", Section 11--"Purpose of the Offer; Plans for the Company; Certain Agreements" (as amended in Item 3 of this Amendment), Section 12--"Dividends and Distributions" and Section 13--"Effect of the Offer on the Market for the Shares; Exchange Act Registration" of the Offer to Purchase is incorporated herein by reference." Item 7. Contracts, Arrangements, Understandings or Relationships with Respect to the Subject Company's Securities. Item 7 is hereby amended and restated to read in its entirety as follows: "The information set forth in the Introduction (as amended in Item 1 of this Amendment), Section 9--"Source and Amount of Funds," Section 10--"Background of the Offer; Contacts with the Company," Section 11--"Purpose of the Offer; Plans for the Company; Certain Agreements" (as amended in Item 3 of this Amendment) and Section 15--"Certain Legal Matters; Regulatory Approvals" of the Offer to Purchase is incorporated herein by reference." Item 10. Additional Information. Paragraph (e) of Item 10 is hereby amended and supplemented by adding thereto the following: "The Company, SMG-II, the Purchaser, the directors of the Company and the plaintiff in a 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 Stipulation and Agreement of Compromise, Settlement and Release (the "Settlement Agreement") dated as of June 9, 1999. The Court of Chancery of the State of Delaware approved the Settlement Agreement on July 22, 1999, and the period for any appeal or review expired on August 23, 1999. On August 27, 1999, Parent announced that the Purchaser was extending the Expiration Date of the Offer until 5:00 p.m., New York City time, on Friday, October 8, 1999, unless further extended, and increasing the Offer Price for the Shares from $38.25 to $39.85 per Share." Paragraph (f) of Item 10 is hereby amended and supplemented by adding thereto the following: "On August 27, 1999, Parent 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, October 8, 1999, unless further extended, and the increase in the Offer Price for the Shares from $38.25 to $39.85 per Share. A copy of the press release is filed as Exhibit (a)(11) and is incorporated herein by reference." Item 11. Material to be Filed as Exhibits The following are hereby added as exhibits: Exhibit (a)(11) Press Release dated August 27, 1999, announcing the extension of the Expiration Date of the Offer and the increase in the Offer Price. Exhibit (a)(12) Letter from Parent, Ahold U.S.A., Croesus and the Purchaser to holders of the Shares dated August 27, 1999 Exhibit (c)(5) Amendment to the SMG-II Merger Agreement dated as of August 24, 1999. Exhibit (c)(6) Amendment to the Alternative Stock Purchase Agreement dated as of August 24, 1999. 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: August 27, 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 Exhibit a(11) August 27, 1999 31 75 6595720 Ahold extends tender offer in connection with Pathmark Zaandam, The Netherlands, August 27, 1999 - Royal Ahold today announced that its wholly-owned subsidiary Ahold Acquisition, Inc. is extending the tender offer for the preferred stock of Supermarkets General Holdings Corporation until 5:00 p.m., New York City time, on Friday, October 8, 1999 and is increasing the offer price for the preferred stock from $38.25 to $39.85 per share. The offer had been scheduled to expire on Friday, September 3, 1999. The tender offer has been made pursuant to a merger agreement under which Royal Ahold will acquire all of the outstanding shares of SMG-II Holdings Corporation, the company which controls the US supermarket company Pathmark Stores, Inc. through Supermarkets General. The increase in the offer price for the Supermarkets General preferred stock is being made in connection with a Settlement Agreement reached in a stockholder class action lawsuit. The Settlement Agreement was approved by the Court of Chancery of the State of Delaware on July 22, 1999, and the period for any appeal or review expired on August 23, 1999. The merger agreement has been amended to reflect the increase in the offer price for the Supermarkets General preferred stock and to reduce the total amount of merger consideration to be paid by Ahold Acquisition to the holders of the capital stock of SMG-II. As a result, the overall consideration Ahold Acquisition will pay in connection with the Pathmark acquisition has not increased. Based upon information provided by Citibank N.A., as depositary for the offer, as of the close of business on August 24, 1999, approximately 1.948 million shares (40%) of the outstanding Supermarkets General 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 Supermarkets General preferred stock being tendered in the offer and not withdrawn. In the event that 66 2/3% of the Supermarkets General preferred stock is not tendered, SMG-II has agreed to cause its subsidiary to sell to Ahold Acquisition all of the outstanding shares of Pathmark for the same purchase price. 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. Royal Ahold is a rapidly growing international food retailer with leading supermarket companies in the United States, Europe, Latin America and Asia. The company operates more than 3,600 supermarkets, hypermarkets and specialty stores and had 1998 sales of $30.9 billion. In the United States Ahold is the leading supermarket operator along the eastern seaboard with more than 1,000 stores in five operating companies: Stop & Shop, Giant-Landover, Giant-Carlisle, Tops and BI-LO. Sales in the US totaled $16.2 billion in 1998. In March 1999 Ahold announced its intention to acquire Pathmark Stores, Inc. with sales of $3.7 billion and 132 supermarkets in the New York metropolitan area. In addition to its listing on the New York Stock Exchange (NYSE: AHO), Ahold's shares are trading on the Amsterdam Exchanges and on the Swiss Exchange, and Ahold options are also traded on the American Stock Exchange (AMEX). Ahold common shares may be accessed on the Reuter Equities 2000 Service under the symbol AHLN.AS and on Quotron under the symbol AHOLN.EU. Additional information is available on Ahold's website: http://www.ahold.com. 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 EX-10 3 AGREEMENT Exhibit c(5) AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER (this "Amendment"), dated as of August 24, 1999, by and 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 SMG-II HOLDINGS CORPORATION, a company organized under the laws of Delaware (the "Company"). Terms used but not otherwise defined herein shall have the meanings assigned to them in the Merger Agreement (as defined below). W I T N E S S E T H : WHEREAS, Parent, Sub and the Company entered into an Agreement and Plan of Merger (the "Merger Agreement"), dated as of March 9, 1999, pursuant to which the parties thereto agreed to merge Sub with and into the Company (the "Merger"); WHEREAS, a certain shareholder ("Plaintiff") brought an action (the "Action") in the Court of Chancery of the State of Delaware (the "Court"), styled Elliot Wolfson v. Supermarkets General Holdings Corporation, et al., C.A. No. 17047; WHEREAS, the Action was filed as a 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 settled the Action pursuant to the Memorandum of Understanding, dated May 19, 1999, and a Stipulation and Agreement of Compromise, Settlement and Release (the "Settlement"), dated as of June 9, 1999, which was submitted to the Court for approval; WHEREAS, on July 22, 1999 the Court certified the action as a class action and approved the Settlement and, as of the date hereof, the period for appeals has expired; WHEREAS, Parent, Sub and the Company wish to amend the Merger Agreement pursuant to Section 1(a)(iii) of the Settlement; WHEREAS, Section 9.11 of the Merger Agreement provides that the Merger Agreement may be amended by an agreement in writing signed by the parties thereto; NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, the parties hereto hereby agree as follows: 1. Amendment. The Merger Agreement is hereby amended by (i) deleting the reference to "$38.25 per share" in the fifth recital of the Merger Agreement and replacing it with "$39.85 per share"; (ii) deleting clause (a) of Section 2.2 of the Merger Agreement in its entirety and replacing it with the following: "(a) Each share of Stock issued and outstanding immediately prior to the Effective Time (other than (i) any shares of Stock which are held by any subsidiary of the Company or in the treasury of the Company, or which are held, directly or indirectly, by Parent or any direct or indirect subsidiary of Parent (including Sub), all of which shall cease to be outstanding and be canceled and retired and none of which shall receive any payment with respect thereto and (ii) shares of Stock held by Dissenting Stockholders (as such term is defined in Section 2.3)) and all rights in respect thereof shall, by virtue of the Merger and without any action on the part of the holder thereof, forthwith cease to exist and be converted into and represent the right to receive an amount in cash, without interest as follows (such amount, with respect to each share of Stock, the "Applicable Merger Consideration"): (i) each share of Class A Common Stock - $4.38; (ii) each share of Class B Common Stock - $4.38; (iii) each share of Series A Preferred Stock - $93.46; (iv) each share of Series B Preferred Stock - $93.46; and (v) each share of Series C Preferred Stock - $93.46."; (iii) deleting the references to "Common Stock" in the second sentence in Section 2.4 and replacing it with "Stock", (iv) deleting the reference to "Company" in clause (4) of the last paragraph in Section 5.3 and replacing it with "Pathmark"; (v) deleting the reference to "Promptly after the execution of this Agreement," in Section 5.4 and replacing it with "Not later than September 3, 1999,"; and (vi) deleting the reference to "$38.25" in clause (a) of Section 1.2 of Exhibit 2 to the Merger Agreement and replacing it with "$39.85". 2. Governing Law. This Amendment, and the legal relations between the parties hereto, shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements executed and to be performed solely within such State, provided, however, that any of the provisions contained herein with respect to the merger shall be governed by and construed in accordance with the laws of the State of Delaware applicable to agreements executed and to be performed solely within such State. 3. Miscellaneous. (a) No Third Party Beneficiaries. Nothing in this Amendment, expressed or implied, is intended to confer on any Person other than the parties hereto or their respective successors and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Amendment. (b) Counterparts. This Amendment 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 Amendment by telecopier shall be effective as delivery of a manually executed counterpart of this Amendment. IN WITNESS WHEREOF, the undersigned have caused their duly authorized officers to execute this Amendment as of the date first above written. KONINKLIJKE AHOLD N.V. By: /s/ R. G. Tobin -------------------------------- Name: R.G. Tobin Title: Executive Vice President AHOLD ACQUISITION INC. By: /s/ R. G. Tobin -------------------------------- Name: R. G. Tobin Title: Executive Vice President SMG-II HOLDINGS CORPORATION By: /s/ Marc A. Strassler -------------------------------- Name: Marc A. Strassler Title: Senior Vice President EX-10 4 AGREEMENT Exhibit c(6) AMENDMENT TO THE STOCK PURCHASE AGREEMENT AMENDMENT TO THE STOCK PURCHASE AGREEMENT (this "Amendment"), dated as of August 24, 1999, by and 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"), SMG-II HOLDINGS CORPORATION, a company organized under the laws of Delaware ("SMG - II") and PTK HOLDINGS, INC. a company organized under the laws of Delaware ("PTK"). Terms used but not otherwise defined herein shall have the meanings assigned to them in the Stock Purchase Agreement (as defined below). W I T N E S S E T H : WHEREAS, Parent, Sub and SMG-II entered into an Agreement and Plan of Merger (the "Merger Agreement"), dated March 9, 1999 pursuant to which the parties thereto agreed to merge Sub with and into SMG-II (the "Merger"); WHEREAS, Parent, Sub, SMG-II and PTK entered into a Stock Purchase Agreement (the "Stock Purchase Agreement"), dated as of March 9, 1999, pursuant to which the parties thereto agreed that, in the event certain conditions in connection with the Tender Offer set forth in the Merger Agreement are not satisfied, SMG-II shall in the alternative cause PTK to sell, and Sub shall in the alternative purchase, an aggregate of 100 shares of common stock, par value $.10 per share, of Pathmark Stores, Inc., a company organized under the laws of Delaware (the "Company"), being all of the issued and outstanding shares of capital stock of the Company, all in accordance with the Stock Purchase Agreement; WHEREAS, a certain shareholder ("Plaintiff") brought an action (the "Action") in the Court of Chancery of the State of Delaware (the "Court"), styled Elliot Wolfson v. Supermarkets General Holdings Corporation, et al., C.A. No. 17047; WHEREAS, the Action was filed as a class action against Supermarkets General Holdings Corporation, a company organized under the laws of Delaware ("SMGH"), SMG-II, 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, SMG-II, Sub, the Director Defendants and Plaintiff settled the Action pursuant to the Memorandum of Understanding, dated May 19, 1999, and a Stipulation and Agreement of Compromise, Settlement and Release (the "Settlement"), dated as of June 9, 1999, which was submitted to the Court for approval; WHEREAS, on July 22, 1999 the Court certified the action as a class action and approved the Settlement and as of the date hereof, the period for appeals has expired; WHEREAS, Parent, Sub, SMG-II and PTK wish to amend the Stock Purchase Agreement pursuant to Section 1(a)(iii) of the Settlement; WHEREAS, Section 10.11 of the Stock Purchase Agreement provides that the Stock Purchase Agreement may be amended by an agreement in writing signed by the parties thereto; NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, the parties hereto hereby agree as follows: 1. Amendment. The Stock Purchase Agreement is hereby amended by deleting the reference to "$38.25 per share" in the second recital of the Stock Purchase Agreement and replacing it with "$39.85 per share". 2. Governing Law. This Amendment, and the legal relations between the parties hereto, shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements executed and to be performed solely within such State. 3. Miscellaneous. (a) No Third Party Beneficiaries. Nothing in this Amendment, expressed or implied, is intended to confer on any Person other than the parties hereto or their respective successors and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Amendment. (b) Counterparts. This Amendment 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 Amendment by telecopier shall be effective as delivery of a manually executed counterpart of this Amendment. IN WITNESS WHEREOF, the undersigned have caused their duly authorized officers to execute this Amendment as of the date first above written. KONINKLIJKE AHOLD N.V. By: /s/ R. G. Tobin -------------------------------- Name: R. G. Tobin Title: Executive Vice President AHOLD ACQUISITION INC. By: /s/ R. G. Tobin -------------------------------- Name: R. G. Tobin Title: President SMG-II HOLDINGS CORPORATION By: /s/ Marc A. Strassler -------------------------------- Name: Marc A. Strassler Title: Senior Vice President PTK HOLDINGS, INC. By: /s/ Marc A. Strassler -------------------------------- Name: Marc A. Strassler Title: Senior Vice President -----END PRIVACY-ENHANCED MESSAGE-----