Registration No. 33-64745
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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GIANT FOOD INC.
(Exact name of registrant as specified in its charter)
Delaware 53-0073545
(Jurisdiction of Incorporation) (I.R.S. Employer Identification Number)
6300 Sheriff Road
Department 593
Landover, Maryland 20785
(Address of principal executive offices)
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GIANT FOOD INC.
1989 NON-QUALIFIED STOCK OPTION PLAN
(Full title of the plan)
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Wayne K. Johnson
Jorden Burt Boros Cicchetti Berenson & Johnson L.L.P.
1025 Thomas Jefferson Street, N.W.
Suite 400 East
Washington, D.C. 20007
(202) 965-8100
(Name, address, and telephone number,
including area code, of agent for service)
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On December 4, 1995, Giant Food Inc. (the "Company") filed a Registration
Statement on Form S-8, Registration No. 33-64745 (the "Registration Statement"),
for the sale of 5,000,000 Shares of Class A Common Stock, par value $1.00 (the
"Common Stock"), of the Company under the 1989 Non-Qualified Stock Option Plan
(the "Plan'). On October 22 , 1998, Royal Ahold concluded its tender offer for
the Class A Shares of the Company. In connection with its acquisition by Royal
Ahold, the Company undertook to terminate the Plan and to cancel each
outstanding option under the Plan and pay the holder thereof in cash an amount
equal to the product of (x) the total number of shares subject to each such
option, whether or not then vested or exercisable, and (y) the excess of the
offer price being paid by Royal Ahold for shares of Class A Common Stock over
the exercise price per share subject to such option. The options have been
canceled, and the Plan has been terminated. This Post-Effective Amendment No. 1
to the Registration Statement is being filed to deregister 3,042,711 unsold
shares of Class A Common Stock formerly issuable under the Plan.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Post-Effective
Amendment to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Landover, State of
Maryland, on the 10th day of December, 1998.
GIANT FOOD INC.
By: /s/ Pete L. Manos
Pete L. Manos
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post-Effective Amendment to the Registration Statement to be signed by the
following persons in the capacities and on the dates indicated:
Signature Capacity in Which Signed Date
/s/ Pete L. Manos 12/10/98
Pete L. Manos Director, President and
Chief Executive Officer
/s/ C.H. Van der Hoeven 12/10/98
C.H. Van der Hoeven Director
/s/J.G. Andreae 12/10/98
J.G. Andreae Director
/s/A.M. Meurs 12/10/98
A.M. Meurs Director
/s/R. Zwartendijk 12/10/98
R. Zwartendijk Director
/s/Alan S. Noddle 12/10/98
Alan S. Noddle Director
/s/Robert G. Tobin 12/10/98
Robert G. Tobin Director
/s/Mark H. Berey 12/10/98
Mark H. Berey Senior Vice President-Finance,
Treasurer and Chief Financial Officer
(Principal Accounting Officer)
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