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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
(FINAL AMENDMENT)
TO
SCHEDULE 13E-4
Issuer Tender Offer Statement
(Pursuant to Section 13(e)(1)
of the Securities Exchange Act of 1934)
ARDEN GROUP, INC.
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(Name of Issuer)
ARDEN GROUP, INC.
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(Name of Person(s) Filing Statement)
Class A Common Stock, par value $.25 per share
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(Title of Class of Securities)
039762 10 9
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(CUSIP Number of Class of Securities)
Ernest T. Klinger
Chief Financial Officer
Arden Group, Inc.
2020 South Central Avenue
Compton, California 90220
(310) 638-2842
with a copy to:
Irwin G. Barnet, Esq.
Sanders, Barnet, Goldman, Simons & Mosk,
A Professional Corporation
1901 Avenue of the Stars, Suite 850
Los Angeles, California 90067
(310) 553-8011
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
on Behalf of the Person(s) Filing Statement)
August 17, 1994
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(Date Tender Offer First Published, Sent
or Given to Security Holders)
Calculation of Filing Fee
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Transaction Valuation* Amount of Filing Fee
$20,800,000 $4,160.00
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*Assumes purchase of 400,000 shares at $52.00 per share.
[X] Check box if any part of the fee is offset as provided by
Rule 0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $4,160.00
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Form or Registration No.: Schedule 13E-4
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Filing Party: Arden Group, Inc.
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Date Filed: August 17, 1994
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This Amendment No. 1 amends and supplements the Issuer Tender Offer
Statement on Schedule 13E-4 (the "Statement"), dated August 17, 1994, filed by
Arden Group, Inc., a Delaware corporation (the "Company"), relating to the
Company's offer to purchase up to 400,000 shares of the Company's Class A Common
Stock, par value $.25 per share, at $52.00 per share in cash upon the terms and
subject to the conditions set forth in the Offering Statement, dated August 17,
1994 (the "Offering Statement"), and related Letter of Transmittal (which
together constituted the "Offer"), copies of which are attached as
Exhibits (a)(1) and (a)(2), respectively, to the Statement.
ITEM 1. SECURITY AND ISSUER.
The Offer expired at 5:00 p.m., local time in New York City, on
September 15, 1994. The Company purchased 285,172 shares of Class A Common
Stock at $52.00 per share, for an aggregate purchase price of $14,828,944,
pursuant to the Offer.
ITEM 8. ADDITIONAL INFORMATION.
(e) On September 16, 1994, the Company issued a press release relating to the
Offer, a copy of which is filed as Exhibit (a)(7) hereto and is incorporated
herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is hereby amended to add thereto the following Exhibit:
(a)(7) Form of Press Release, dated September 16, 1994.
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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: September 28, 1994 ARDEN GROUP, INC.
By: ERNEST T. KLINGER
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Ernest T. Klinger,
Vice President Finance and
Administration and Chief
Financial Officer
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EXHIBIT INDEX
TO
SCHEDULE 13E-4
Exhibit
No. Item
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(a)(7) Form of Press Release, dated September 16, 1994.
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EXHIBIT (a) (7)
CONTACT: Ernest T. Klinger
Vice President & CFO FULL NATIONAL and
TELEPHONE: 310/638-2842 FULL ANALYST WIRE
NASDAQ/NMS-ARDNA
FOR IMMEDIATE RELEASE
ARDEN GROUP, INC. ANNOUNCES COMPLETION OF SELF TENDER
LOS ANGELES, CA September 16, 1994 - Arden Group, Inc. today announced that
its self tender for up to 400,000 shares of its Class A Common Stock for cash at
the rate of $52.00 per share was completed at 5:00 P.M., local time in New York
City, on September 15, 1994. Based upon a preliminary count, approximately
285,000 shares were properly tendered and not withdrawn in connection with the
tender offer.
Arden Group, Inc. currently operates 12 Gelson's and Mayfair supermarkets
in Southern California.
