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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 2
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
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SCHEDULE 14D-1
CUSIP No. 374478105
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
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This Amendment No. 2 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 Zaanstaad) (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.
The cover page of the Offer to Purchase is hereby amended by amending
and restating the last sentence of the fourth paragraph to read as follows:
"THE BOARD OF DIRECTORS OF THE COMPANY HAS UNANIMOUSLY
DETERMINED THAT THE OFFER IS IN THE BEST INTERESTS OF THE COMPANY AND
THE HOLDERS OF THE SHARES AND UNANIMOUSLY RECOMMENDS THAT THE HOLDERS
OF THE SHARES ACCEPT THE OFFER AND TENDER THEIR SHARES PURSUANT TO THE
OFFER."
The "Introduction" of the Offer to Purchase is amended by amending and
restating the last sentence of the third paragraph to read as follows:
"THE BOARD OF DIRECTORS OF THE COMPANY HAS UNANIMOUSLY
DETERMINED THAT THE OFFER IS IN THE BEST INTERESTS OF THE COMPANY AND
THE HOLDERS OF THE SHARES AND UNANIMOUSLY RECOMMENDS THAT THE HOLDERS
OF THE SHARES ACCEPT THE OFFER AND TENDER THEIR SHARES PURSUANT TO THE
OFFER."
The "Introduction" of the Offer to Purchase is further amended by
amending and restating the eighth paragraph thereof to read in its entirety as
follows:
"THE PURCHASER HAS BEEN ADVISED THAT WASSERSTEIN PERELLA &
CO., INC. ("WASSERSTEIN"), FINANCIAL ADVISOR TO THE SPECIAL COMMITTEE,
HAS DELIVERED TO THE SPECIAL COMMITTEE ITS WRITTEN OPINION DATED MAY
18, 1998 (WHICH OPINION WAS DELIVERED PRIOR TO THE INCREASE IN THE
OFFER PRICE FROM $43.00 TO $43.50) THAT, AS OF SUCH DATE AND BASED UPON
ITS REVIEW AND ANALYSIS AND SUBJECT TO THE LIMITATIONS SET FORTH
THEREIN, THE $43.00 PER SHARE CASH CONSIDERATION TO BE RECEIVED BY THE
HOLDERS OF THE SHARES PURSUANT TO THE OFFER IS FAIR, FROM A FINANCIAL
POINT OF VIEW, TO SUCH STOCKHOLDERS. THE PURCHASER HAS BEEN ADVISED
THAT WASSERSTEIN HAS DELIVERED A SUBSEQUENT LETTER TO THE SPECIAL
COMMITTEE, DATED MAY 28, 1998, IN WHICH WASSERSTEIN CONFIRMED THAT IT
REMAINED THEIR OPINION THAT THE CONSIDERATION TO BE RECEIVED BY THE
HOLDERS OF THE SHARES PURSUANT TO THE OFFER IS FAIR, FROM A FINANCIAL
POINT OF VIEW, TO THE HOLDERS OF THE SHARES. COPIES OF THE WRITTEN
OPINION DATED MAY
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18, 1998 OF WASSERSTEIN, WHICH SETS FORTH THE ASSUMPTIONS MADE, FACTORS
CONSIDERED AND SCOPE OF THE VIEW UNDERTAKEN BY WASSERSTEIN, AND THE
CONFIRMATION OF SUCH OPINION DATED MAY 28, 1998 ARE ATTACHED AS ANNEXES
TO THE COMPANY'S SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE
14D-9, WHICH HAS BEEN MAILED TO THE HOLDERS OF THE SHARES. A COPY OF
SUCH OPINION IS ALSO ATTACHED AS AN ANNEX TO THE
SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 FILED BY THE
MEMBERS OF THE SPECIAL COMMITTEE AND CERTAIN OFFICERS OF THE COMPANY
(THE "OFFICERS' AND DIRECTORS' SCHEDULE 14D-9"), WHICH ALSO HAS BEEN
MAILED TO THE HOLDERS OF THE SHARES. HOLDERS OF THE SHARES ARE URGED TO
READ THE FULL TEXT OF SUCH OPINION AND CONFIRMATION."
The fourth paragraph of the subheading "Plans for the Company" in Item
11 of the Offer to Purchase is amended to add at the end thereof the following:
"The Purchaser has proposed to the Company that they enter into an
agreement pursuant to which, among other things, the Purchaser would
commit to effect a merger in which any Shares not acquired pursuant
to the Offer would be converted into cash in an amount equal to the
highest price paid per Share pursuant to the Offer. No assurance can
be given that such an agreement will be entered into."
The paragraph entitled "Purchase of the Class AC Shares" under the
subheading "Stock Purchase Agreement" in Item 11 of the Offer to Purchase is
amended and restated to read in its entirety as follows:
"Purchase of the Class AC Shares. Pursuant to the Stock
Purchase Agreement, the Selling Shareholder agreed to sell, and the
Purchaser agreed to purchase, subject to the terms and conditions
thereof, all of the Class AC Shares at a price of $43.00 per share. The
Stock Purchase Agreement, however, provided that if the Purchaser
acquires, or enters into a binding agreement to acquire, all of the
Class AL Shares prior to the Expiration Date of the Offer, the Offer
Price of $43.00 per Share, net to the seller in cash, would be
increased to $43.50 per Share, net to the seller in cash. Subsequent to
the execution of the Stock Purchase Agreement, the Purchaser and
Sainsbury agreed, subject to agreement on documentation, for the
acquisition by the Purchaser of all of the Class AL Shares, and the
Purchaser increased the Offer Price to $43.50, net to the seller in
cash. The Selling Shareholder has agreed in the Stock Purchase
Agreement to tender pursuant to the Offer, upon the terms and subject
to the conditions set forth in the Stock Purchase Agreement, all of the
Shares owned by the Selling Shareholder."
Item 11 of the Offer to Purchase is hereby amended by adding the
following paragraph after the paragraph entitled "Options" and before the
paragraph entitled "Agreement to Use Best Efforts" under the subheading "Stock
Purchase Agreement":
"Conditions to Obligations. The obligation of the Purchaser to
purchase the Class AC Shares pursuant to the Stock Purchase Agreement
is subject to the satisfaction or waiver of a number of conditions
including: (i) the representations and warranties of the Selling
Shareholder contained in the Stock Purchase Agreement being true and
correct in all material respects on and as of the closing with the same
effect as though such representations and warranties had been made on
and as of such
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date and the representations and warranties of the Selling Shareholder
with respect to the Company in the Stock Purchase Agreement being true
and correct in all material respects, without regard to the knowledge
of the Selling Shareholder, on and as of the closing with the same
effect as though such representations and warranties had been made on
such date; (ii) all of the agreements of the Selling Shareholder to be
performed and all of the covenants of the Selling Shareholder to be
complied with pursuant to Stock Purchase Agreement prior to the closing
shall have been duly performed or complied with, as applicable, in all
material respects and the Company and each of its subsidiaries shall
have (a) conducted their operations in accordance with their ordinary
course, preserved intact their businesses and complied with the
non-solicitation provisions in the Stock Purchase Agreement and (b)
otherwise conducted their business in accordance with the terms of the
Stock Purchase Agreement; (iii) no preliminary or permanent injunction
or other order shall have been issued by any court or by any
governmental or regulatory agency, body or authority which prohibits
the consummation of the Offer, the purchase of the Class AC Shares or
any of the other transactions contemplated by the Stock Purchase
Agreement; (iv) all governmental and third-party consents, waivers and
approvals, if any, disclosed in any schedule to the Stock Purchase
Agreement or necessary to permit the consummation of the transactions
contemplated by the Stock Purchase Agreement shall have been received;
all time periods under the HSR Act applicable to the purchase of the
Class AC Shares shall have expired or been terminated; and no
governmental or other instrumentality or agency shall have required
that, in exchange for approval of the transactions contemplated by the
Stock Purchase Agreement, the Purchaser, the Company or any of their
respective affiliates sell or otherwise dispose of, or hold separate
particular assets or categories of assets, or businesses, or withdraw
from doing business in a particular jurisdiction or take any other
action that, in the aggregate, in the sole judgment of the Purchaser,
would reasonably be expected to substantially impair or substantially
reduce the Purchaser's ability to control, direct or manage on a
day-to-day basis the business or affairs of the Company or to
substantially impair or substantially reduce the overall benefits
expected, as of the date of the Stock Purchase Agreement, to be
realized by the Purchaser from the consummation of the transactions
contemplated by the Stock Purchase Agreement or would have a material
adverse effect on the business, properties, assets, liabilities,
condition (financial or otherwise), prospects, operations or results of
operations of the Purchaser and its subsidiaries taken as a whole or
the Company and its subsidiaries
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taken as a whole; (v) at any time on or after the date of the Stock
Purchase Agreement and at or before the time of payment for the Class
AC Shares thereunder, none of the conditions set forth in Section 14 of
this Offer to Purchase (the "Tender Offer Conditions") shall have
occurred; (vi) each of the persons elected by the Selling Shareholder
as a director of the Company shall have delivered to the Purchaser
their written resignation from such position; and (vii) the Board of
Directors of the Company shall have approved the Offer and recommended
acceptance of the Offer by the holders of the Shares. The obligation of
the Selling Shareholder to sell the Class AC Shares pursuant to the
Stock Purchase Agreement is also subject to the satisfaction or waiver
of a number of conditions including: (i) the representations and
warranties of the Purchaser contained in the Stock Purchase Agreement
being true and correct in all respects on and as of the closing with
the same effect as though such representations and warranties had been
made on and as of such date; (ii) all of the agreements of the
Purchaser to be performed and all of the covenants of the Purchaser to
be complied with pursuant to Stock Purchase Agreement prior to the
closing shall have been duly performed or complied with, as applicable;
(iii) no preliminary or permanent injunction or other order shall have
been issued by any court or by any governmental or regulatory agency,
body or authority which prohibits the consummation of the Offer, the
purchase of the Class AC Shares or any of the other transactions
contemplated by the Stock Purchase Agreement; (iv) all applicable time
periods under the HSR Act shall have expired or been terminated; and
(v) the purchase of the Shares pursuant to the Offer shall be
consummated simultaneously with the purchase of the Class AC Shares
pursuant to the Stock Purchase Agreement."
Item 11 of the Offer to Purchase is hereby amended by adding the
following paragraph after the paragraph entitled "No Solicitation" under the
subheading "Sainsbury Agreement":
"Conditions to Obligations. The obligation of the Purchaser to
purchase the Class AL Shares pursuant to the Sainsbury Agreement is
subject to the satisfaction or waiver of a number of conditions
including: (i) the representations and warranties of Sainsbury and JS
Mass contained in the Sainsbury Agreement being true and correct in all
material respects on and as of the closing with the same effect as
though such representations and warranties had been made on and as of
such date; (ii) all of the agreements of Sainsbury and JS Mass to be
performed and all of the covenants of Sainsbury and JS Mass to be
complied with pursuant to Sainsbury Agreement prior to the closing
shall have been duly
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performed or complied with, as applicable, in all material respects;
(iii) no preliminary or permanent injunction or other order shall have
been issued by any court or by any governmental or regulatory agency,
body or authority which prohibits the consummation of the Offer, the
purchase of the Class AL Shares or any of the other transactions
contemplated by the Sainsbury Agreement; (iv) all governmental and
third-party consents, waivers and approvals, if any, specifically
disclosed in the Sainsbury Agreement or necessary to permit the
consummation of the transactions contemplated by the Sainsbury
Agreement shall have been received; all time periods under the HSR Act
applicable to the purchase of the Class AC Shares under the Stock
Purchase Agreement and the purchase of the Class AL Shares under the
Sainsbury Agreement shall have expired or been terminated; and no
governmental or other instrumentality or agency shall have required
that, in exchange for approval of the transactions contemplated by the
Sainsbury Agreement, the Purchaser, the Company or any of their
respective affiliates sell or otherwise dispose of, or hold separate
particular assets or categories of assets, or businesses, or withdraw
from doing business in a particular jurisdiction or take any other
action that, in the aggregate, in the sole judgment of the Purchaser,
would reasonably be expected to substantially impair or substantially
reduce the Purchaser's ability to control, direct or manage on a
day-to-day basis the business or affairs of the Company or to
substantially impair or substantially reduce the overall benefits
expected, as of the date of the Sainsbury Agreement, to be realized by
the Purchaser from the consummation of the transactions contemplated by
the Sainsbury Agreement or would have a material adverse effect on the
business, properties, assets, liabilities, condition (financial or
otherwise), prospects, operations or results of operations of the
Purchaser and its subsidiaries taken as a whole or the Company and its
subsidiaries taken as a whole; (v) at any time on or after the date of
the Sainsbury Agreement and at or before the time of payment for the
Class AL Shares thereunder, none of the Tender Offer Conditions shall
have occurred; (vi) each of the persons appointed by JS Mass as a
director of the Company shall have delivered to the Purchaser their
written resignation from such position; and (vii) the purchase of all
of the Class AC Shares pursuant to the Stock Purchase Agreement shall
be consummated simultaneously with the purchase of the Class AL Shares
pursuant to the Sainsbury Agreement; and (viii) the purchase of any
Shares tendered pursuant to the Offer and not withdrawn prior to the
expiration of the Offer shall be consummated simultaneously with the
purchase of the Class AL Shares pursuant to the Sainsbury Agreement.
The obligation of JS Mass to sell the Class AL Shares
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pursuant to the Sainsbury Agreement is subject to the satisfaction or
waiver of a number of conditions including: (i) the representations and
warranties of the Purchaser contained in the Sainsbury Agreement being
true and correct in all respects on and as of the closing with the same
effect as though such representations and warranties had been made on
and as of such date; (ii) all of the agreements of the Purchaser to be
performed and all of the covenants of the Purchaser to be complied with
pursuant to the Sainsbury Agreement prior to the closing shall have
been duly performed or complied with, as applicable; (iii) no
preliminary or permanent injunction or other order shall have been
issued by any court or by any governmental or regulatory agency, body
or authority of competent jurisdiction which prohibits the consummation
of the Offer, the purchase of the Class AL Shares or any of the other
transactions contemplated by the Sainsbury Agreement; (iv) the purchase
of any Shares tendered and not withdrawn prior to the expiration of the
Offer shall be consummated simultaneously with the purchase of the
Class AL Shares pursuant to the Sainsbury Agreement; and (v) the
purchase of the Class AC Shares pursuant to the terms of the Stock
Purchase Agreement shall be consummated simultaneously with the
purchase of the Class AL Shares pursuant to the Sainsbury Agreement."
Item 11 of the Offer to Purchase is hereby amended by adding the
following paragraph at the end of Item 11:
"Other Agreements. Without the consent of Sainsbury and JS
Mass, the Purchaser has agreed in the Sainsbury Agreement not to reduce
the number of Shares sought in the Offer, reduce the Offer Price,
modify or add to the Tender Offer Conditions in a manner that is
materially adverse to the holders of Shares or change the form of
consideration payable in the Offer. In addition, if the Purchaser
purchases any Shares pursuant to the Offer, it will waive all
unsatisfied conditions to the Purchaser's obligations to purchase the
Class AL Shares under the Sainsbury Agreement and will purchase the
Class AL Shares; and if the Purchaser purchases the Class AL Shares
pursuant to the Sainsbury Agreement, it will waive all unsatisfied
Tender Offer Conditions and will purchase any Shares validly tendered
pursuant to the Offer and not withdrawn prior to the expiration of the
Offer."
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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 1, 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
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