-----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, GBQfAwExWqMUs3MVLPh55f8RhcsuerHJ7jYnstglMlGiURkA4jQq3l+3+3OLm0SH v73WyGJ8ld+jpiXM4DFDMA== 0000950127-96-000074.txt : 19960717 0000950127-96-000074.hdr.sgml : 19960717 ACCESSION NUMBER: 0000950127-96-000074 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19960716 SROS: NYSE GROUP MEMBERS: AHOLD ACQUISITION SUB, INC. GROUP MEMBERS: AHOLD U.S.A. HOLDINGS, INC. GROUP MEMBERS: KONINKLIJKE AHOLD NV ET AL SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: STOP & SHOP COMPANIES INC /DE/ CENTRAL INDEX KEY: 0000880267 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-GROCERY STORES [5411] IRS NUMBER: 061231252 STATE OF INCORPORATION: DE FISCAL YEAR END: 0202 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42069 FILM NUMBER: 96595287 BUSINESS ADDRESS: STREET 1: 1385 HANCOCK STREET CITY: QUINCY STATE: MA ZIP: 02169 BUSINESS PHONE: 6173808000 MAIL ADDRESS: STREET 1: P O BOX 369 STREET 2: C/O SAMUEL W W MANDELL CITY: BOSTON STATE: MA ZIP: 02101 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KONINKLIJKE AHOLD NV ET AL CENTRAL INDEX KEY: 0001012854 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: ALBERT HEIJNWEG 1 STREET 2: 1507 EH ZAANDAM CITY: NETHERLANDS STATE: P7 ZIP: 00000 SC 14D1/A 1 AMENDMENT NO. 11 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ______________________ AMENDMENT NO. 11 TO SCHEDULE 14D-1 Tender Offer Statement Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934 and AMENDMENT NO. 11 TO SCHEDULE 13D Under the Securities Exchange Act of 1934 ______________________ THE STOP & SHOP COMPANIES, INC. (Name of Subject Company) KONINKLIJKE AHOLD NV (ROYAL AHOLD) AHOLD U.S.A. HOLDINGS, INC. AHOLD ACQUISITION SUB, INC. (Bidders) ______________________ Common Stock, par value $.01 per share (Title of Class of Securities) 862099 10 8 (CUSIP Number of Class of Securities) ______________________ PAUL P.J. BUTZELAAR SENIOR VICE PRESIDENT AND GENERAL COUNSEL KONINKLIJKE AHOLD NV ALBERT HEIJNWEG 1 1507 EH ZAANDAM THE NETHERLANDS (011) 31-75-659-5775 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Bidders) ______________________ Copy to: John M. Reiss, Esq. White & Case 1155 Avenue of the Americas New York, New York 10036 (212) 819-8200 This Amendment No. 11 amends and supplements the Tender Offer Statement on Schedule 14D-1 and the Schedule 13D Statement filed on April 3, 1996 (as amended and supplemented, the "Statement") relating to the offer by Ahold Acquisition Sub, Inc., a Delaware corporation (the "Purchaser") and a direct wholly owned subsidiary of Ahold U.S.A. Holdings, Inc., a Delaware corporation ("USA") and an indirect wholly owned subsidiary of Koninklijke Ahold nv (also referred to as Royal Ahold), a corporation organized under the laws of The Netherlands ("Parent"), to purchase all the outstanding shares of common stock, par value $.01 per share (the "Shares"), of The Stop & Shop Companies, Inc., a Delaware corporation (the "Company"), at a price of $33.50 per Share, net to the seller in cash, subject to increase to $34.50 per share as set forth in the Introduction to the Offer to Purchase dated April 3, 1996 (the "Offer to Purchase"), without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase and in the related Letter of Transmittal. ITEM 10. ADDITIONAL INFORMATION Items 10(b) and (c) of the Statement are hereby amended and supplemented to add the following: "Federal Trade Commission Antitrust Review. On July 15, 1996, Parent reached agreement with the Federal Trade Commission and the State Attorneys General of the States of Connecticut, Massachusetts and Rhode Island, which will allow Parent to conclude the purchase of the Shares pursuant to the Offer. As a result, the Offer will expire as scheduled on July 19, 1996, and will not be further extended." Item 10(f) of the Statement is hereby amended and supplemented by incorporating by reference therein the press release issued by Parent on July 15, 1996, the full text of which is set forth in Exhibit (a)(17) and is incorporated herein by reference. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS Item 11 of the Statement is hereby amended and supplemented to add the following: (a)(17) Press Release issued by Parent on July 15, 1996. 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. KONINKLIJKE AHOLD NV By:/s/ PAUL P.J. BUTZELAAR ________________________ Name: Paul P.J. Butzelaar Title: Attorney-In-Fact AHOLD U.S.A. HOLDINGS, INC. By:/s/ PAUL P.J. BUTZELAAR ________________________ Name: Paul P.J. Butzelaar Title: Attorney-In-Fact AHOLD ACQUISITION SUB, INC. By:/s/ PAUL P.J. BUTZELAAR ________________________ Name: Paul P.J. Butzelaar Title: Vice President Dated: July 16, 1996
Sequentially Exhibit Numbered Number Description Pages Exhibit (a)(17) Press Release issued by 8 Parent on July 15, 1996.
EX-99 2 PRESS RELEASE [Ahold-Logo] Press Release Royal Ahold Corporate Communications Date: July 15, 1996 For more information: 31 75 659 5665
Ahold to conclude Stop & Shop acquisition FTC gives green light with ruling on divestiture Zaandam, The Netherlands, July 15, 1996 -- Royal Ahold, the international food retailer, has reached full agreement with the Federal Trade Commission (FTC) and the State Attorneys General of Connecticut, Massachusetts and Rhode Island on the acquisition of the Stop & Shop Companies, Inc. The acquisition had been announced by Ahold on March 28. Under the FTC and State rulings Ahold has agreed to sell 29 stores and 2 future sites out of the 277 supermarkets operated by Ahold subsidiary Edwards Super Food Stores and Stop & Shop. Letters of intent for the sale of all locations have been signed with third parties. The estimated proceeds of the sale of the stores will slightly exceed the book value and will not have a material effect on the results of the company. Ahold comments positively on FTC ruling In a comment on the FTC ruling, Ahold USA President/CEO Robert Zwartendijk said: "We are delighted that we now can conclude the acquisition of Stop & Shop before the end of the month. The US-consumer will clearly benefit and enjoy shopping in now close to 800 Ahold stores." Mr. Zwartendijk expressed his appreciation for the prompt, professional manner in which the FTC, the Attorneys General and their staffs completed their acquisition reviews. "Though we will comply with the consent decree, we regret that the divestiture of Edwards or Stop & Shop stores may lead to dedicated associates from these stores leaving for other companies." Divestitures in US Northeast The Federal Trade Commission has conditioned Ahold's acquisition of Stop & Shop on the sale of 29 stores and 2 future sites. The divestitures consist of 26 Edwards supermarkets, 2 Edwards future sites and 3 current Stop & Shop locations. By state, 22 of the locations are in Connecticut (19 Edwards, 2 Stop & Shop, 1 future Edwards site), 7 in Rhode Island (6 current Edwards and 1 future Edwards site) and 2 in Massachusetts (1 Edwards, 1 Stop & Shop). Stop & Shop acquisition financed by proceeds of global stock offering The FTC's approval will enable Ahold to conclude the acquisition of Stop & Shop before July 31. Ahold will pay for the Stop & Shop acquisition with the proceeds of a global stock offering of 36 million new common shares. A syndicate of international banks led by Goldman Sachs is placing the issue of new Ahold stock with investors in the United States and Europe. Pricing will be on July 15, closing is expected July 19. Ahold USA With the acquisition of the Stop & Shop Companies, Ahold USA will have total annualized sales exceeding USD 13 billion. In the United States, Ahold employs over 100,000 people. Worldwide, Ahold will have annualized sales of approximately USD 23 billion, employing 170,000 people. This ranks Ahold among the top international food retailers. In the United States, Ahold owns the supermarket chains of Tops in western New York State; Finast in Ohio; Edwards in New York, Connecticut, Massachusetts, Rhode Island and New Jersey; Giant Food Stores in Pennsylvania, Virginia, West Virginia and Maryland; and BI-LO in the Carolinas, Georgia and Tennessee. Stop & Shop has stores in Connecticut, Massachusetts, Rhode Island and New York State. Europe and Asian expansion Apart from its further expanding US position Ahold is well established in Europe. The company has a leading market position in The Netherlands; is co- owner of a supermarket and hypermarket chain in Portugal; is well established in the Czech Republic; and has start-up operations in Poland. Early this year the company embarked with local partners on the development of modern supermarket chains in south-east Asian countries, including Indonesia, Malaysia and Singapore. The ongoing developments in Asia meet the fast growing consumer demand for contemporary food shopping. Ahold Public Relations, ++31 75 659 5720 After office hours, The Netherlands: Hans Gobes, Senior Vice President Communications: ++ 31 23 527 0456 Jan Hol, Vice President Public Relations: ++ 31 318 52 3789 Albert Heijnweg 1, Zaandam P.O. Box 33, 1500 EA Zaandam The Netherlands Phone +3175595720 . Fax +3175598360 -----END PRIVACY-ENHANCED MESSAGE-----