<PAGE>
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.
- --------------------------------------------------------------------------------
(Name of Issuer)
ARDEN GROUP, INC.
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Statement)
Class A Common Stock, par value $.25 per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
039762 10 9
- --------------------------------------------------------------------------------
(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
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
on Behalf of the Person(s) Filing Statement)
July 17, 1997
- --------------------------------------------------------------------------------
(Date Tender Offer First Published, Sent
or Given to Security Holders)
Calculation of Filing Fee
- --------------------------------------------------------------------------------
Transaction Valuation* Amount of Filing Fee
$16,250,000 $3,125.00
- --------------------------------------------------------------------------------
*Assumes purchase of 250,000 shares at $65.00 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: $3,125.00
-------------------------------------------------------
Form or Registration No.: Schedule 13E-4
--------------------------------------------------
Filing Party: Arden Group, Inc.
-----------------------------------------------------------------
Date Filed: July 17, 1997
-------------------------------------------------------------------
<PAGE>
This Amendment No. 1 amends and supplements the Issuer Tender Offer
Statement on Schedule 13E-4 (the "Statement"), dated July 17, 1997, filed by
Arden Group, Inc., a Delaware corporation (the "Company"), relating to the
Company's offer to purchase up to 250,000 shares of the Company's Class A Common
Stock, par value $.25 per share (the "Class A Common Stock"), at $65.00 per
share in cash upon the terms and subject to the conditions set forth in the
Offering Statement, dated July 17, 1997 (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 midnight, local time in New York City, on August 13,
1997. The Company purchased 212,619 shares of the Class A Common Stock (of
which 143,013 shares were tendered by City National Bank, as Trustee under the
Company's Stock Bonus Plan) at $65.00 per share, for an aggregate purchase price
of $13,820,235 pursuant to the Offer.
ITEM 8. ADDITIONAL INFORMATION.
(e) On August 15, 1997, the Company issued a press release relating to the
Offer, a copy of which is attached hereto as Exhibit (a)(10) and incorporated
herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is hereby amended to add thereto the following Exhibit:
(a)(10) Form of Press Release, dated August 15, 1997.
2
<PAGE>
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 21, 1997 ARDEN GROUP, INC.
By: s/ERNEST T. KLINGER
------------------------------------------
Ernest T. Klinger, Vice
President Finance and
Administration and Chief
Financial Officer
3
<PAGE>
EXHIBIT INDEX
TO
SCHEDULE 13E-4
Exhibit
No. Item
- ------- ----
(a)(10) Form of Press Release, dated August 15, 1997.
4
<PAGE>
LOS ANGELES, CA August 15, 1997 - Arden Group, Inc. today announced that
its self tender for up to 250,000 shares of its Class A Common Stock for cash at
the rate of $65.00 per share was completed at midnight, local time in New York
City, on August 13, 1997. Based upon a preliminary count, approximately 212,600
shares were properly tendered in connection with the tender offer, of which
approximately 143,000 shares were tendered by City National Bank, as Trustee
under the Company's Stock Bonus Plan as directed by the Plan Participants.
Arden Group, Inc. operates 12 Gelson's and Mayfair supermarkets in Southern
California.
