SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 3
TO
SCHEDULE 14D-9
Solicitation/Recommendation Statement Pursuant to
Section 14(d)(4) of the Securities
Exchange Act of 1934
GIANT FOOD INC.
(Name of Subject Company)
GIANT FOOD INC.
(Name of Person(s) Filing Statement)
Class A Common Stock (Non-Voting), $1.00 par value
(Title of Class of Securities)
374478105
(Cusip Number of Class of Securities)
David W. Rutstein, Esq.
Senior Vice President and General Counsel
Giant Food Inc.
6300 Sheriff Road
Landover, Maryland 20785
(301) 341-4100
(Name, address and telephone number of person
authorized to receive notice and communications
on behalf of the person(s) filing statement)
Copy to:
Wayne K. Johnson, Esq.
Jorden Burt Boros Cicchetti Berenson & Johnson LLP
Suite 400 East
1025 Thomas Jefferson Street, N.W.
Washington, D.C. 20007
(202) 965-8100
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This Amendment No. 3 amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 filed on May 29, 1998
(the "Schedule 14D-9") on behalf of Giant Food Inc., a Delaware corporation (the
"Company"), relating to the tender offer by Giant Acquisition Corporation, a
Delaware corporation and indirect, wholly-owned subsidiary of Koninklijke Ahold
N.V., a public company with limited liability incorporated under the laws of The
Netherlands with its corporate seat in Zaandam (Municipality Zanstaad) (the
"Purchaser"), to purchase for cash all of the outstanding shares of the
Company's Class A Common Stock (Non-Voting), par value $1.00 per share (the
"Shares"), at a price of $43.50 per Share, net to the seller in cash, without
interest thereon (the "Offer Price"), upon the terms and subject to the
conditions set forth in the Purchaser's Offer to Purchase, dated May 19, 1998
(the "Offer to Purchase"), and in the related Letter of Transmittal and Notice
of Guaranteed Delivery. All capitalized terms not defined herein are used as
defined in the Schedule 14D-9.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
Item 8 is amended by adding the following at the end thereof:
On October 23, 1998, Royal Ahold issued a press release announcing that
the Offer had expired at 5:00 p.m., New York City time, on Thursday, October 22,
1998, that based on information provided by the Depositary, a total of
59,224,361 Shares (or approximately 98.8% of the Shares outstanding) were
validly tendered and accepted for payment, including 344,516 Shares subject to
guarantee of delivery; that Royal Ahold intends promptly to effect a merger of
the Purchaser with and into the Company resulting in the Company becoming a
direct wholly-owned subsidiary of Ahold U.S.A., the U.S. holding company for
Royal Ahold, and that each outstanding Share (other than Shares which are held
directly or indirectly by the Company or Royal Ahold or any direct or indirect
subsidiary of the Company or Royal Ahold, and Shares with respect to which
appraisal rights are perfected under the Delaware General Corporation Law) will
be converted into the right to receive $43.50 per Share in cash.
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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.
GIANT FOOD INC.
By: /s/ David W. Rutstein
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David W. Rutstein
Senior Vice President and General
Counsel
Dated: October 23, 1998
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