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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________
AMENDMENT NO. 9
TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
__________
GIANT FOOD INC.
(Name of Subject Company)
__________
KONINKLIJKE AHOLD N.V.
(ROYAL AHOLD)
(Bidder)
__________
Class A Common Stock, par value $1.00 per share
(Title of Class of Securities)
__________
374478105
(CUSIP Number of Class of Securities)
__________
PAUL P.J. BUTZELAAR, ESQ.
KONINKLIJKE AHOLD N.V.
ALBERT HEIJNWEG 1
1507 EH ZAANDAM, THE NETHERLANDS
011-31-75-6598111
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidder)
__________
Copy to:
MAUREEN S. BRUNDAGE, ESQ.
WHITE & CASE LLP
1155 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10036
(212) 819-8200
<PAGE>
SCHEDULE 14D-1
- ---------------------------------
CUSIP No. 37447810235
- ---------------------------------
- -------- -----------------------------------------------------------------------
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
BK
- -------- -----------------------------------------------------------------------
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
- -------- -----------------------------------------------------------------------
<PAGE>
This Amendment No. 9 amends and supplements the Schedule 14D-1 filed on
May 19, 1998 relating to the offer by Koninklijke Ahold N.V., a public company
with limited liability incorporated under the laws of The Netherlands with its
corporate seat in Zaandam (Municipality Zaanstad) (the "Purchaser"), to purchase
for cash all of the outstanding shares of Class A Common Stock, par value $1.00
per share (the "Shares"), of Giant Food Inc., a Delaware corporation (the
"Company"), at a price of $43.50 per share (the "Offer Price"), net to the
seller in cash, without interest thereon, upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated May 19, 1998 (the "Offer to
Purchase"), and in the related Letter of Transmittal and Notice of Guaranteed
Delivery.
ITEM 10. ADDITIONAL INFORMATION.
Paragraph (f) of Item 10 is amended by adding at the end thereof the
following:
On August 14, 1998, the Purchaser 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, September 11, 1998, unless further extended. A copy of the
press release is attached hereto as Exhibit (a)(13) and is incorporated herein
by reference.
ITEM 11. MATERIALS TO BE FILED AS EXHIBITS.
The following is hereby added as an exhibit:
Exhibit (a) (13) Press Release dated August 14, 1998 extending the
Expiration Date of the Offer to Purchase.
<PAGE>
SIGNATURE
After reasonable 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 14, 1998 KONINKLIJKE AHOLD N.V.
By: /s/ A. MICHIEL MEURS
----------------------
Name: A. Michiel Meurs
Title: Executive Vice President
Exhibit (a)(13)
AHOLD EXTENDS TENDER OFFER FOR GIANT FOOD INC.
PROGRESS IN DISCUSSIONS WITH U.S. REGULATORS
Zaandam, The Netherlands, August 14, 1998 - Royal Ahold, the international food
retailer, announced today that it has extended its tender offer for all
outstanding Class A Non-Voting Stock (approximately 59.9 million shares) of
Giant Food Inc. at a price of USD 43.50 per share until 5 p.m., New York City
time, on September 11, 1998.
The offer, launched on May 19, 1998, was due to expire on August 14, 1998 but
now has been extended to await approval of the acquisition by U.S. regulatory
authorities. Based upon information provided by The Bank of New York as
depositary for the offer, as of the close of business on August 13, 1998,
approximately 49.1 million shares (82%) of the outstanding Class A Non-Voting
Stock of Giant Food Inc. have now been tendered and not withdrawn.
PROGRESS IN ACQUISITION REVIEW
Ahold is currently in active discussions with the staff of the Federal Trade
Commission ("FTC") and other regulatory authorities regarding the terms and
conditions for the required antitrust approvals for the acquisition of Giant
Food Inc.
While the number of stores required to be divested and the conditions for
divestiture have not been agreed with the staff of the FTC, Ahold expects the
number of stores required to be divested to be approximately ten. The conditions
for FTC staff approval include the acceptance of the buyers of such stores by
the FTC. The impact of any such divestiture is not expected to have a material
adverse effect on Ahold. Ahold is currently in the process of identifying
potential buyers.
Although no definitive agreements have been reached with buyers, and any
agreement is subject to approval by the FTC, Ahold expects that it will have
agreement with the staff of the FTC within the coming weeks.
Ahold is optimistic that after agreement with the staff of the FTC is reached,
approval by the full Commission would be forthcoming.
Ahold Public Relations, tel: 075-659.57.20
Ahold Investor Relations, tel: 075-659.56.48
