-----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, WNr+qJ/HfKWLkF0FH9F/T1qRadE0NhoN6bO8KqDjFEXp+RqxI0OO1wNVEHqrd2rI dPrL0qp2om2wDOMhgzmJRg== 0000950127-96-000077.txt : 19960724 0000950127-96-000077.hdr.sgml : 19960724 ACCESSION NUMBER: 0000950127-96-000077 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19960722 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: 96597237 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. 12 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ______________________ AMENDMENT NO. 12 TO SCHEDULE 14D-1 Tender Offer Statement Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934 and AMENDMENT NO. 12 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. 12 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 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY The Offer expired as scheduled at 12:00 midnight, U.S. Eastern time, on Friday, July 19, 1996. Based on information provided by the Depositary, a total of 49,798,813 Shares (or approximately 99% of the Shares outstanding) were validly tendered and accepted for payment, including 714,136 Shares subject to guarantee of delivery. Pursuant to the Agreement and Plan of Merger dated as of March 27, 1996, Parent intends promptly to effect a merger of the Purchaser with and into the Company in accordance with the Delaware General Corporation Law. As a result of the Merger, the Company will become a direct wholly owned subsidiary of USA and an indirect wholly owned subsidiary of Parent, and each outstanding Share (other than Shares 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 the Purchaser), and Shares owned by stockholders who choose to dissent and demand appraisal of their Shares) shall be cancelled and converted into the right to receive $33.50 per Share in cash, without interest, less any applicable withholding taxes. ITEM 10. ADDITIONAL INFORMATION Item 10(f) of the Statement is hereby amended and supplemented as follows: On July 22, 1996, Parent issued a press release announcing that the Offer had expired at 12:00 midnight on Friday, July 19, 1996. The full text of the press release is set forth in Exhibit (a)(18) 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)(18) Press Release issued by Parent on July 22, 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 22, 1996
Sequentially Exhibit Numbered Number Description Pages Exhibit (a)(18) Press Release issued by 7 Parent on July 22, 1996.
EX-99 2 PRESS RELEASE [Ahold-Logo] Press Release Royal Ahold Corporate Communications Date: July 22, 1996 For more information: 31 75 659 5720
Ahold Completes Tender Offer Stop & Shop Zaandam, The Netherlands, July 22, 1996 -- Royal Ahold today announced the completion of its tender offer for The Stop & Shop Companies, Inc.. Based on information provided by the Depositary, a total of 49,798,813 shares (or approximately 99% of the outstanding shares of Stop & Shop) were validly tendered and accepted for payment. Such share amount includes 714,136 shares subject to guarantee of delivery. The tender offer expired at midnight on July 19, 1996. A total of 671,997 shares of Stop & Shop common stock remain outstanding. Ahold intends to promptly merge its wholly-owned acquisition subsidiary into Stop & Shop. Ahold Public Relations, tel. ++31 75 659 5720 Albert Heijnweg 1, Zaandam P.O. Box 33, 1500 EA Zaandam The Netherlands Phone +3175595720 . Fax +3175598360 -----END PRIVACY-ENHANCED MESSAGE-----