SUPERMARKETS GENERAL HOLDINGS CORP
8-K, 1999-12-16
GROCERY STORES
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                      -------------------------------------


                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


       Date of Report (Date of earliest event reported): December 16, 1999


                    Supermarkets General Holdings Corporation
             (Exact name of Registrant as specified in its charter)

  Delaware                      0-16404                      13-3408704
(State or other               (Commission                 (I.R.S. Employer
jurisdiction of               File Number)               Identification No.)
incorporation)

200 Milik Street, Carteret, New Jersey                           07008
(Address of principal executive offices)                       (Zip Code)

Registrant's telephone number, including area code:  (732) 499-3000


<PAGE>

                                        2

Item 5. Other Events.

                   A copy of the press release, dated December 16, 1999, issued
by the registrant is attached as an exhibit to this report and is incorporated
herein by reference.



<PAGE>


                                        3

                                  EXHIBIT INDEX

Exhibit
  No.       Description
- ------      -----------

99.1        Press Release issued by the registrant, dated December 16, 1999.






<PAGE>
                                       4


                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                      SUPERMARKETS GENERAL HOLDINGS
                                      CORPORATION



Date: December 16, 1999               /s/ Marc A. Strassler
                                      ------------------------------------------
                                      Name:      Marc A. Strassler
                                      Title:     Senior Vice President and
                                                 General Counsel

                                  Exhibit 99.1

                              PATHMARK STORES, INC.
               200 MILIK STREET, CARTERET, NEW JERSEY, 07008-1194


FOR IMMEDIATE RELEASE

                                                Contact:  Frank Vitrano
                                                          Senior Vice President,
                                                          Treasurer & Chief
                                                          Financial Officer
                                                          (732) 499-4327

December 16, 1999


                           Royal Ahold Breaches Merger
                       Agreement with Supermarkets General
- --------------------------------------------------------------------------------


Carteret, New Jersey -- Supermarkets General Holdings Corporation ("SGHC"), the
parent company of U.S. supermarkets company Pathmark Stores, Inc., announced
today that Royal Ahold of The Netherlands has breached their merger agreement
and related stock purchase pursuant to which Ahold had agreed to acquire SMG-II
Holdings Corporation. SMG-II owns all of the common stock of SGHC.

Jim Donald, Chairman, President and Chief Executive Officer of SMG-II, SGHC and
Pathmark, stated, "It is clear that Ahold has not used its best efforts to get
this deal closed, as they are contractually obligated to do. In addition, today
they announced that they have terminated our merger pact and their tender offer
for the outstanding preferred shares of SGHC, which they are not permitted to do
under the terms of our deal. We are very disappointed that Royal Ahold has
chosen to take this abrupt action. We intend to hold Ahold responsible for the
consequences of its actions. We will, of course, also continue to pursue all of
our alternatives to enhance the value of Pathmark to its shareholders,
customers, and other constituencies.



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