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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 3
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. 374478105
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- -------- -----------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Koninklijke Ahold N.V.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
[ ](a)
[ ](b)
- -------- -----------------------------------------------------------------------
3 SEC USE ONLY
- -------- -----------------------------------------------------------------------
4 SOURCE OF FUNDS
BK
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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
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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
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This Amendment No. 3 amends and supplements Item 3 of 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 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY.
Item 11 of the Offer to Purchase is hereby amended by inserting the
following sentence at the end of the paragraph entitled "Conditions to
Obligations" under the subheading "Stock Purchase Agreement":
"Where the "sole judgment of the Purchaser" is referenced in
subsection (iv) of this paragraph, the Purchaser intends to exercise
such judgment reasonably."
Item 11 of the Offer to Purchase is hereby amended by inserting the
following sentence at the end of the paragraph entitled "Conditions to
Obligations" under the subheading "Sainsbury Agreement":
"Where the "sole judgment of the Purchaser" is referenced in
subsection (iv) of this paragraph, the Purchaser intends to exercise
such judgment reasonably.'
ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER.
The information set forth in Sections 2 and 14 of the Offer to
Purchase, as amended as set forth in this Item 5 to Amendment No. 3, is
incorporated by reference.
Item 2 of the Offer to Purchase is hereby amended by amending and
restating the second to last sentence of the first paragraph to read as follows:
"Notwithstanding the fact that the Purchaser reserves the right to
assert the non-occurrence of a condition set forth in Section 14,
following acceptance for payment of Shares but prior to payment for
Shares, in order to delay payment or cancel its obligation to pay for
properly tendered Shares, the Purchaser understands that all
conditions to the Offer, other than receipt of necessary regulatory
approvals, must be satisfied or waived prior to the Expiration Date."
Item 14 of the Offer to Purchase is hereby amended by inserting the
following sentence at the end of subsection (a):
"Where the "sole judgment of the Purchaser" is referenced in this
subsection (a), the Purchaser intends to exercise such judgment
reasonably."
ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
THE SUBJECT COMPANY'S SECURITIES.
The information set forth in Section 8 of the Offer to Purchase, as
amended, is incorporated herein by reference.
SIGNATURE PAGE.
The signature page is hereby amended to delete the reference to "Each
Reporting Person" and to insert in lieu thereof "The Reporting Person."
<PAGE>
SIGNATURE
The Reporting Person certifies that, after reasonable inquiry and to
the best of its knowledge and belief, the information set forth in this
statement is true, complete and correct.
Dated: June 10, 1998 KONINKLIJKE AHOLD N.V.
By: /s/ PAUL P.J. BUTZELAAR
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Name: Paul P.J. Butzelaar
Title: Senior Vice President
and General Counsel
