================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
AMENDMENT NO. 4
TO
SCHEDULE 14D-1
Tender Offer Statement
Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934
_______________
Supermarkets General Holdings Corporation
(Name of Subject Company)
_______________
Koninklijke Ahold N.V. (Royal Ahold)
Croesus, Inc.
Ahold U.S.A., Inc.
Ahold Acquisition, Inc.
(Bidders)
_______________
$3.52 Cumulative Exchangeable Redeemable Preferred Stock,
par value $0.01 per share
(Title of Class of Securities)
_______________
86844620
(CUSIP Number of Class of Securities)
_______________
Mr. Ton van Tielraden
Koninklijke Ahold N.V.
Albert Heijnweg 1
1507 EH Zaandam, The Netherlands
011-31-75-659-5671
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidder)
_______________
Copy to:
John M. Reiss, Esq.
White & Case LLP
1155 Avenue of the Americas
New York, New York 10036
(212) 819-8200
<PAGE>
SCHEDULE 14D-1
- ---------------------------------
CUSIP No. 86844620
- ---------------------------------
- -------- -----------------------------------------------------------------------
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
N/A
- -------- -----------------------------------------------------------------------
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
- -------- -----------------------------------------------------------------------
<PAGE>
SCHEDULE 14D-1
- ---------------------------------
CUSIP No. 86844620
- ---------------------------------
- -------- -----------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Croesus, Inc.
- -------- -----------------------------------------------------------------------
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
State of Delaware
- -------- -----------------------------------------------------------------------
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
- -------- -----------------------------------------------------------------------
<PAGE>
SCHEDULE 14D-1
- ---------------------------------
CUSIP No. 86844620
- ---------------------------------
- -------- -----------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ahold U.S.A., Inc.
- -------- -----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
[ ] (a)
[ ] (b)
- -------- -----------------------------------------------------------------------
3 SEC USE ONLY
- -------- -----------------------------------------------------------------------
4 SOURCE OF FUNDS
AF
- -------- -----------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(e) or 2(f)
[ ]
- -------- -----------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
- -------- -----------------------------------------------------------------------
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
- -------- -----------------------------------------------------------------------
<PAGE>
SCHEDULE 14D-1
- ---------------------------------
CUSIP No. 86844620
- ---------------------------------
- -------- -----------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ahold Acquisition, Inc.
- -------- -----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
[ ] (a)
[ ] (b)
- -------- -----------------------------------------------------------------------
3 SEC USE ONLY
- -------- -----------------------------------------------------------------------
4 SOURCE OF FUNDS
AF
- -------- -----------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(e) or 2(f)
[ ]
- -------- -----------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
- -------- -----------------------------------------------------------------------
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
- -------- -----------------------------------------------------------------------
<PAGE>
This Amendment No. 4 amends and supplements the Schedule 14D-1 filed on
March 15, 1999, as amended, relating to the offer by Ahold Acquisition, Inc., a
Delaware corporation (the "Purchaser"), a direct wholly-owned subsidiary of
Ahold U.S.A., Inc., a Delaware corporation ("Ahold U.S.A."), an indirect
wholly-owned subsidiary of Croesus Inc., a Delaware corporation ("Croesus") and
an indirect wholly-owned subsidiary of Koninklijke Ahold N.V. (also referred to
as Royal Ahold), a public company with limited liability incorporated under the
laws of The Netherlands with its corporate seat in Zaandam (Municipality
Zaanstad), The Netherlands ("Parent"), to purchase for cash all of the issued
and outstanding shares of the $3.52 Cumulative Exchangeable Redeemable Preferred
Stock, par value $0.01 per share (the "Shares"), of Supermarkets General
Holdings Corporation, a Delaware corporation (the "Company"), upon the terms and
subject to the conditions set forth in the Offer to Purchase, dated March 15,
1999 (the "Offer to Purchase"), and in the related Letter of Transmittal and
Notice of Guaranteed Delivery.
Item 1. Security and the Subject Company
Item 1(b) is hereby amended and supplemented by the following:
The cover page of the Offer to Purchase is hereby amended by deleting
the reference to "$38.25 Net Per Share" in the seventh line and replacing it
with "$39.85 Net Per Share".
The Introduction of the Offer to Purchase is hereby amended and
supplemented by deleting the first paragraph and substituting therefor the
following:
"Ahold Acquisition, Inc., a Delaware corporation (the "Purchaser"),
and an indirect wholly-owned subsidiary of Koninklijke Ahold N.V. (Royal
Ahold), a public company with limited liability incorporated under the laws
of The Netherlands with its corporate seat in Zaandam (Municipality
Zaanstad), The Netherlands ("Parent"), hereby offers to purchase all of the
issued and outstanding shares of the $3.52 Cumulative Exchangeable
Redeemable Preferred Stock, par value $0.01 per share (the "Shares"), of
Supermarkets General Holdings Corporation, a Delaware corporation (the
"Company"), at a price of $39.85 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 this Offer to Purchase and in the related
Letter of Transmittal (which, as they may be amended and supplemented from
time to time, together constitute the "Offer")."
The Introduction of the Offer to Purchase is hereby further amended and
supplemented by deleting the third paragraph and substituting therefor the
following:
The Offer is an integral part of the transactions contemplated by, and
is being made pursuant to, an Agreement and Plan of Merger, dated as of
March 9, 1999 (the "SMG-II Merger Agreement"), by and among Parent, the
Purchaser and SMG-II Holdings Corporation, a Delaware corporation
("SMG-II"), pursuant to which Parent will be acquiring all of the issued
and outstanding shares of the capital stock of SMG-II through the merger of
the Purchaser with and into SMG-II (the "SMG-II Merger"), subject to the
terms and conditions contained in the SMG-II Merger Agreement. The
aggregate consideration for the acquisition of all of the issued and
outstanding shares of the capital stock of SMG-II is $45,950,492.25 which,
when aggregated with the total potential consideration payable by the
Purchaser to the holders of Shares pursuant to the Offer, equals
$242,800,000. The Purchaser has been informed that, as of March 9, 1999,
SMG-II is the owner of all of the issued and outstanding shares of Class A
Common Stock and Class B Common Stock of the Company which shares
represent, together with the Shares, all of the issued and outstanding
shares of the capital stock of the Company.
The Introduction of the Offer to Purchase is hereby further amended and
supplemented by deleting the seventh paragraph and substituting therefor the
following:
"The SMG-II Merger Agreement provides that, promptly upon consummation
of the SMG-II Merger, Parent will cause the Company to be merged with and
into SMG-II (the "Company Merger"), pursuant to a Merger Agreement (the
"Company Merger Agreement") in the form attached as an exhibit to the
SMG-II Merger Agreement and to be entered into at such time by and between
SMG-II and the Company. At the effective time of the Company Merger, each
of the Shares (other than Shares held by any subsidiary of the Company or
in the treasury of the Company, or held, directly or indirectly, by Parent
or any direct or indirect subsidiary of Parent (including the Shares
acquired by the Purchaser pursuant to the Offer), which Shares will be
canceled, and other than Shares, if any, held by stockholders who perfect
their appraisal rights under the Delaware General Corporation Law (the
"DGCL") will be converted into the right to receive an amount in cash equal
to $39.85. The Company Merger Agreement is more fully described in Section
11 - "Purpose of the Offer; Plans for the Company; Certain Agreements."
Under the DGCL, if the Purchaser acquires, pursuant to the Offer or
otherwise, at least 90% of the then outstanding Shares, the Purchaser will
be able to approve and effect the Company Merger without a vote of the
Company's stockholders. If, however, the Purchaser does not acquire at
least 90% of the then outstanding Shares pursuant to the Offer or
otherwise, a vote of the Company's stockholders to effect the Company
Merger is required under the DGCL and a longer period of time will be
required to effect the Company Merger. See Section 11 - "Purpose of the
Offer; Plans for the Company; Certain Agreements"."
Item 3. Past Contacts, Transactions or Negotiations with the Subject Company.
Item 3 is hereby amended and restated to read in its entirety as
follows:
"(a)-(b) The information set forth in the Introduction (as amended in
Item 1 of this Amendment), Section 10--"Background of the Offer; Contacts
with the Company" and Section 11--"Purpose of the Offer; Plans for the
Company; Certain Agreements" (as amended below) of the Offer to Purchase is
incorporated herein by reference."
Section 11--"Purpose of the Offer; Plans for the Company; Certain
Agreements" of the Offer to Purchase is hereby amended and supplemented by
deleting the fifth paragraph of the subsection captioned "SMG-II Merger
Agreement" and substituting therefor the following:
"In the SMG-II Merger, on the date and at the time when the SMG-II
Merger shall become effective (the "Effective Time") each issued and
outstanding share of Class A Common Stock, par value $0.01 per share (the
"Class A Common Stock"), of SMG-II, each issued and outstanding share of
Class B Common Stock, par value $0.01 per share (the "Class B Common
Stock"), of SMG-II, each issued and outstanding share of Series A
Cumulative Convertible Preferred Stock, par value $0.01 per share (the
"Series A Preferred Stock"), of SMG-II, each issued and outstanding share
of Series B Cumulative Convertible Preferred Stock, par value $0.01 per
share (the "Series B Preferred Stock"), of SMG-II, and each issued and
outstanding share of Series C Cumulative Convertible Preferred Stock, par
value $0.01 per share (the "Series C Preferred Stock") and, together with
the Class A Common Stock, the Class B Common Stock, the Series A Preferred
Stock and the Series B Preferred Stock, collectively, the "SMG-II Stock")
(other than shares of SMG-II Stock held by any subsidiary of SMG-II or in
the treasury of SMG-II, or by Parent, the Purchaser or any other subsidiary
of Parent, which shares of SMG-II Stock will be canceled, and other shares
of SMG-II Stock, if any, held by stockholders who perfect their appraisal
rights under the DGCL) will by virtue of the SMG-II Merger Agreement and
without any action by the holder thereof, be converted into the right to
receive, in the case of Class A Common Stock and Class B Common Stock,
$4.38 in cash and in the case of Series A Preferred Stock, Series B
Preferred Stock and Series C Preferred Stock, $93.46 in cash (such amount,
with respect to each such share of SMG-II Stock, the "Applicable Merger
Consideration") payable to the holder thereof, without interest thereon."
Section 11--"Purpose of the Offer; Plans for the Company; Certain
Agreements" of the Offer to Purchase is hereby further amended and supplemented
by deleting the tenth paragraph of the subsection captioned "SMG-II Merger
Agreement" and substituting therefor the following:
"SMG-II Meeting. Pursuant to the SMG-II Merger Agreement, not later
than September 3, 1999, SMG-II, acting through the board of directors of
SMG-II, shall, in accordance with applicable law, (i) call a special
meeting of its stockholders (the "Special Meeting") for the purpose of
voting upon the SMG-II Merger Agreement and the SMG-II Merger or (ii) use
its reasonable efforts to solicit in writing the consent to the SMG-II
Merger Agreement and the SMG-II Merger from all holders of the SMG-II
Stock. SMG-II has agreed that it shall include in its proxy solicitation
or, as the case may be, consent solicitation the recommendation of the
board of directors of SMG-II that stockholders of SMG-II approve and adopt
the SMG-II Merger Agreement and approve the SMG-II Merger and take all
other lawful action necessary and advisable to secure the vote or, as the
case may be, consent of holders of 66 2/3% of SMG-II Stock (voting as one
class, with each share having one vote) in favor of the SMG-II Merger and
the SMG-II Merger Agreement."
Section 11--"Purpose of the Offer; Plans for the Company; Certain
Agreements" of the Offer to Purchase is hereby amended and supplemented by
deleting the twelfth paragraph of the subsection captioned "SMG-II Merger
Agreement" and substituting therefor the following:
Notwithstanding anything else provided in the foregoing paragraph to
the contrary, the following are permitted under the SMG-II Merger
Agreement: (1) the acquisition of direct or indirect interests in real
property intended for the operation of stores of Pathmark or any of its
subsidiaries (other than PRMC), the improvement of real property, the
remodeling of stores of Pathmark or any of its subsidiaries (other than
PRMC) and the obtaining of financing therefor in the ordinary course of
business consistent with past practice, (2) the negotiation and entering
into by Pathmark or any of its subsidiaries (other than PRMC) of amendments
to existing leases for real property in the ordinary course of business,
(3) the negotiation in good faith and entering into new collective
bargaining agreements by Pathmark that replace agreements that have expired
or will expire pursuant to their terms within 90 days from the date of the
commencement of negotiations, (4) the marketing and sale of certain real
estate not used in the supermarket business by Pathmark or any of its
subsidiaries (other than PRMC), provided that no such sale (other than a
sale pursuant to a binding agreement to which Pathmark was a party on March
9, 1999) shall be agreed to without the prior adequate consultation with
Parent, (5) entering into amendments to the Credit Agreement among
Pathmark, various banks, and The Chase Manhattan Bank, as Agent, dated as
of June 30, 1997, as amended and restated (the "Pathmark Credit
Agreement"), to modify covenants as required (other than modifications,
except for a possible increase in the interest rate, which will make any
one or more covenants more restrictive) and (6) entering into an agreement
implementing the amendments to the First Amended and Restated Supply
Agreement dated January 29, 1998, by and between Pathmark and C&S Wholesale
Grocers, Inc. (the "Supply Agreement") agreed to in a memorandum of
understanding effective December 27, 1998 by and between Pathmark and C&S
Wholesale Grocers, Inc.
Section 11--"Purpose of the Offer; Plans for the Company; Certain
Agreements" of the Offer to Purchase is hereby further amended and supplemented
by deleting the fourth paragraph of the subsection captioned "Company Merger
Agreement" and substituting therefor the following:
"In the Company Merger, (i) each issued and outstanding share of Class
A Common Stock and Class B Common Stock will be canceled without payment to
the holders thereof and (ii) each issued and outstanding Share (other than
Shares held by any subsidiary of the Surviving SMG-II Corporation or in the
treasury of the Surviving SMG-II Corporation, or by Parent, the Purchaser
or any other subsidiary of Parent, which Shares will be canceled, and other
Shares, if any, held by stockholders who perfect their appraisal rights
under the DGCL) will by virtue of the Company Merger and without any action
by the holder thereof, be converted into the right to receive $39.85 in
cash (the "Company Merger Consideration"), payable to the holder thereof,
without interest thereon."
Section 11--"Purpose of the Offer; Plans for the Company; Certain
Agreements" of the Offer to Purchase is hereby further amended and supplemented
by adding at the end of the subsection captioned "SMG-II Merger Agreement" the
following:
"On August 24, 1999, the SMG-II Merger Agreement was amended by, among
other changes, changing the Applicable Merger Consideration in the case of
Class A Common Stock and Class B Common Stock to $4.38 in cash and in the
case of Series A Preferred Stock, Series B Preferred Stock and Series C
Preferred Stock to $93.46 in cash payable to the holder thereof, without
interest thereon."
A copy of the Amendment to the SMG-II Merger Agreement is filed as
Exhibit (c)(5) and is incorporated herein by reference.
Section 11--"Purpose of the Offer; Plans for the Company; Certain
Agreements" of the Offer to Purchase is hereby further amended and supplemented
by adding at the end of the subsection captioned "The Alternative Stock Purchase
Agreement" the following:
"On August 24, 1999, the Alternative Stock Purchase Agreement was
amended by deleting the reference to "$38.25 per share" in the second
recital of the Alternative Stock Purchase Agreement and replacing it with
"$39.85 per share"."
A copy of the Amendment to the Alternative Stock Purchase Agreement is
filed as Exhibit (c)(6) and is incorporated herein by reference.
Item 5. Purpose of the Tender Offer and Plans or Proposals of the Bidder.
Item 5 is hereby amended and restated to read in its entirety as
follows:
"(a)-(g) The information set forth in the Introduction (as amended in
Item 1 of this Amendment) and Section 10--"Background of the Offer;
Contacts with the Company", Section 11--"Purpose of the Offer; Plans for
the Company; Certain Agreements" (as amended in Item 3 of this Amendment),
Section 12--"Dividends and Distributions" and Section 13--"Effect of the
Offer on the Market for the Shares; Exchange Act Registration" of the Offer
to Purchase is incorporated herein by reference."
Item 7. Contracts, Arrangements, Understandings or Relationships with Respect to
the Subject Company's Securities.
Item 7 is hereby amended and restated to read in its entirety as
follows:
"The information set forth in the Introduction (as amended in Item 1
of this Amendment), Section 9--"Source and Amount of Funds," Section
10--"Background of the Offer; Contacts with the Company," Section
11--"Purpose of the Offer; Plans for the Company; Certain Agreements" (as
amended in Item 3 of this Amendment) and Section 15--"Certain Legal
Matters; Regulatory Approvals" of the Offer to Purchase is incorporated
herein by reference."
Item 10. Additional Information.
Paragraph (e) of Item 10 is hereby amended and supplemented by adding
thereto the following:
"The Company, SMG-II, the Purchaser, the directors of the Company and
the plaintiff in a stockholder class action lawsuit entitled Wolfson v.
Supermarkets General Holdings Corporation, et al., C.A. No. 17047 (the
"Action") agreed to settle the Action pursuant to a Stipulation and
Agreement of Compromise, Settlement and Release (the "Settlement
Agreement") dated as of June 9, 1999. The Court of Chancery of the State of
Delaware approved the Settlement Agreement on July 22, 1999, and the period
for any appeal or review expired on August 23, 1999.
On August 27, 1999, Parent announced that the Purchaser was extending
the Expiration Date of the Offer until 5:00 p.m., New York City time, on
Friday, October 8, 1999, unless further extended, and increasing the Offer
Price for the Shares from $38.25 to $39.85 per Share."
Paragraph (f) of Item 10 is hereby amended and supplemented by adding
thereto the following:
"On August 27, 1999, Parent issued a press release announcing the
extension of the Expiration Date of the Offer until 5:00 p.m., New York
City time, on Friday, October 8, 1999, unless further extended, and the
increase in the Offer Price for the Shares from $38.25 to $39.85 per Share.
A copy of the press release is filed as Exhibit (a)(11) and is incorporated
herein by reference."
Item 11. Material to be Filed as Exhibits
The following are hereby added as exhibits:
Exhibit (a)(11) Press Release dated August 27, 1999,
announcing the extension of the Expiration
Date of the Offer and the increase in the
Offer Price.
Exhibit (a)(12) Letter from Parent, Ahold U.S.A.,
Croesus and the Purchaser to holders
of the Shares dated August 27, 1999
Exhibit (c)(5) Amendment to the SMG-II Merger Agreement
dated as of August 24, 1999.
Exhibit (c)(6) Amendment to the Alternative Stock
Purchase Agreement dated as of August 24,
1999.
<PAGE>
SIGNATURE
After due 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.
Dated: August 27, 1999 KONINKLIJKE AHOLD N.V.
By: /S/ R. G. TOBIN
--------------------------------------------
Name: R.G. Tobin
Title: Executive Vice President
CROESUS, INC.
By: /S/ R. G. TOBIN
--------------------------------------------
Name: R.G. Tobin
Title: President and Chief Executive Officer
AHOLD U.S.A., INC.
By: /S/ R. G. TOBIN
--------------------------------------------
Name: R. G. Tobin
Title: President and Chief Executive Officer
AHOLD ACQUISITION, INC.
By: /S/ R. G. TOBIN
--------------------------------------------
Name: R. G. Tobin
Title: President
Exhibit a(11)
August 27, 1999
31 75 6595720
Ahold extends tender offer in connection with Pathmark
Zaandam, The Netherlands, August 27, 1999 - Royal Ahold today announced that its
wholly-owned subsidiary Ahold Acquisition, Inc. is extending the tender offer
for the preferred stock of Supermarkets General Holdings Corporation until 5:00
p.m., New York City time, on Friday, October 8, 1999 and is increasing the offer
price for the preferred stock from $38.25 to $39.85 per share. The offer had
been scheduled to expire on Friday, September 3, 1999.
The tender offer has been made pursuant to a merger agreement under which Royal
Ahold will acquire all of the outstanding shares of SMG-II Holdings Corporation,
the company which controls the US supermarket company Pathmark Stores, Inc.
through Supermarkets General. The increase in the offer price for the
Supermarkets General preferred stock is being made in connection with a
Settlement Agreement reached in a stockholder class action lawsuit. The
Settlement Agreement was approved by the Court of Chancery of the State of
Delaware on July 22, 1999, and the period for any appeal or review expired on
August 23, 1999.
The merger agreement has been amended to reflect the increase in the offer price
for the Supermarkets General preferred stock and to reduce the total amount of
merger consideration to be paid by Ahold Acquisition to the holders of the
capital stock of SMG-II. As a result, the overall consideration Ahold
Acquisition will pay in connection with the Pathmark acquisition has not
increased.
Based upon information provided by Citibank N.A., as depositary for the offer,
as of the close of business on August 24, 1999, approximately 1.948 million
shares (40%) of the outstanding Supermarkets General preferred stock have been
tendered and not withdrawn. Completion of the tender offer is subject to a
number of conditions, including obtaining necessary regulatory approvals and at
least 66 2/3% of the shares of Supermarkets General preferred stock being
tendered in the offer and not withdrawn. In the event that 66 2/3% of the
Supermarkets General preferred stock is not tendered, SMG-II has agreed to cause
its subsidiary to sell to Ahold Acquisition all of the outstanding shares of
Pathmark for the same purchase price.
Royal Ahold press releases may contain `forward-looking statements'. Actual
results may differ from such statements as they may have been influenced by
factors beyond the company's ability to control.
Royal Ahold is a rapidly growing international food retailer with leading
supermarket companies in the United States, Europe, Latin America and Asia. The
company operates more than 3,600 supermarkets, hypermarkets and specialty stores
and had 1998 sales of $30.9 billion. In the United States Ahold is the leading
supermarket operator along the eastern seaboard with more than 1,000 stores in
five operating companies: Stop & Shop, Giant-Landover, Giant-Carlisle, Tops and
BI-LO. Sales in the US totaled $16.2 billion in 1998. In March 1999 Ahold
announced its intention to acquire Pathmark Stores, Inc. with sales of $3.7
billion and 132 supermarkets in the New York metropolitan area.
In addition to its listing on the New York Stock Exchange (NYSE: AHO), Ahold's
shares are trading on the Amsterdam Exchanges and on the Swiss Exchange, and
Ahold options are also traded on the American Stock Exchange (AMEX). Ahold
common shares may be accessed on the Reuter Equities 2000 Service under the
symbol AHLN.AS and on Quotron under the symbol AHOLN.EU. Additional information
is available on Ahold's website: http://www.ahold.com.
Ahold Public Relations, tel. +31 75 659 57 20
After office hours: Hans Gobes: + 31 6 55 82 22 98 / Jan Hol: +31 6 22 933 137
Exhibit c(5)
AMENDMENT TO THE
AGREEMENT AND PLAN OF MERGER
AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER (this "Amendment"),
dated as of August 24, 1999, by and among KONINKLIJKE AHOLD N.V., a company
organized under the laws of the Netherlands ("Parent"), AHOLD ACQUISITION, INC.,
a company organized under the laws of Delaware and an indirect wholly owned
subsidiary of Parent ("Sub") and SMG-II HOLDINGS CORPORATION, a company
organized under the laws of Delaware (the "Company"). Terms used but not
otherwise defined herein shall have the meanings assigned to them in the Merger
Agreement (as defined below).
W I T N E S S E T H :
WHEREAS, Parent, Sub and the Company entered into an Agreement and
Plan of Merger (the "Merger Agreement"), dated as of March 9, 1999, pursuant to
which the parties thereto agreed to merge Sub with and into the Company (the
"Merger");
WHEREAS, a certain shareholder ("Plaintiff") brought an action (the
"Action") in the Court of Chancery of the State of Delaware (the "Court"),
styled Elliot Wolfson v. Supermarkets General Holdings Corporation, et al., C.A.
No. 17047;
WHEREAS, the Action was filed as a class action against Supermarkets
General Holdings Corporation, a company organized under the laws of Delaware
("SMGH"), the Company, Sub, and certain individual defendants (the "Director
Defendants"), seeking, inter alia, injunctive and declaratory relief and/or
monetary relief with respect to the Tender Offer;
WHEREAS, SMGH, the Company, Sub, the Director Defendants and Plaintiff
settled the Action pursuant to the Memorandum of Understanding, dated May 19,
1999, and a Stipulation and Agreement of Compromise, Settlement and Release (the
"Settlement"), dated as of June 9, 1999, which was submitted to the Court for
approval;
WHEREAS, on July 22, 1999 the Court certified the action as a class
action and approved the Settlement and, as of the date hereof, the period for
appeals has expired;
WHEREAS, Parent, Sub and the Company wish to amend the Merger
Agreement pursuant to Section 1(a)(iii) of the Settlement;
WHEREAS, Section 9.11 of the Merger Agreement provides that the Merger
Agreement may be amended by an agreement in writing signed by the parties
thereto;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, the parties hereto hereby agree as follows:
1. Amendment. The Merger Agreement is hereby amended by (i) deleting
the reference to "$38.25 per share" in the fifth recital of the Merger Agreement
and replacing it with "$39.85 per share"; (ii) deleting clause (a) of Section
2.2 of the Merger Agreement in its entirety and replacing it with the following:
"(a) Each share of Stock issued and outstanding immediately prior to
the Effective Time (other than (i) any shares of Stock which are held by any
subsidiary of the Company or in the treasury of the Company, or which are held,
directly or indirectly, by Parent or any direct or indirect subsidiary of Parent
(including Sub), all of which shall cease to be outstanding and be canceled and
retired and none of which shall receive any payment with respect thereto and
(ii) shares of Stock held by Dissenting Stockholders (as such term is defined in
Section 2.3)) and all rights in respect thereof shall, by virtue of the Merger
and without any action on the part of the holder thereof, forthwith cease to
exist and be converted into and represent the right to receive an amount in
cash, without interest as follows (such amount, with respect to each share of
Stock, the "Applicable Merger Consideration"):
(i) each share of Class A Common Stock - $4.38;
(ii) each share of Class B Common Stock - $4.38;
(iii) each share of Series A Preferred Stock - $93.46;
(iv) each share of Series B Preferred Stock - $93.46; and
(v) each share of Series C Preferred Stock - $93.46.";
(iii) deleting the references to "Common Stock" in the second sentence in
Section 2.4 and replacing it with "Stock", (iv) deleting the reference to
"Company" in clause (4) of the last paragraph in Section 5.3 and replacing it
with "Pathmark"; (v) deleting the reference to "Promptly after the execution of
this Agreement," in Section 5.4 and replacing it with "Not later than September
3, 1999,"; and (vi) deleting the reference to "$38.25" in clause (a) of Section
1.2 of Exhibit 2 to the Merger Agreement and replacing it with "$39.85".
2. Governing Law. This Amendment, and the legal relations between the
parties hereto, shall be governed by and construed in accordance with the laws
of the State of New York applicable to agreements executed and to be performed
solely within such State, provided, however, that any of the provisions
contained herein with respect to the merger shall be governed by and construed
in accordance with the laws of the State of Delaware applicable to agreements
executed and to be performed solely within such State.
3. Miscellaneous.
(a) No Third Party Beneficiaries. Nothing in this Amendment, expressed
or implied, is intended to confer on any Person other than the parties hereto or
their respective successors and permitted assigns, any rights, remedies,
obligations or liabilities under or by reason of this Amendment.
(b) Counterparts. This Amendment may be executed in two or more
counterparts, and by the different parties hereto in separate counterparts, each
of which when executed shall be deemed to be an original but all of which taken
together shall constitute one and the same agreement. Delivery of an executed
counterpart of a signature page to this Amendment by telecopier shall be
effective as delivery of a manually executed counterpart of this Amendment.
IN WITNESS WHEREOF, the undersigned have caused their duly authorized
officers to execute this Amendment as of the date first above written.
KONINKLIJKE AHOLD N.V.
By: /s/ R. G. Tobin
--------------------------------
Name: R.G. Tobin
Title: Executive Vice President
AHOLD ACQUISITION INC.
By: /s/ R. G. Tobin
--------------------------------
Name: R. G. Tobin
Title: Executive Vice President
SMG-II HOLDINGS CORPORATION
By: /s/ Marc A. Strassler
--------------------------------
Name: Marc A. Strassler
Title: Senior Vice President
Exhibit c(6)
AMENDMENT TO THE
STOCK PURCHASE AGREEMENT
AMENDMENT TO THE STOCK PURCHASE AGREEMENT (this "Amendment"), dated as
of August 24, 1999, by and among KONINKLIJKE AHOLD N.V., a company organized
under the laws of the Netherlands ("Parent"), AHOLD ACQUISITION, INC., a company
organized under the laws of Delaware and an indirect wholly owned subsidiary of
Parent ("Sub"), SMG-II HOLDINGS CORPORATION, a company organized under the laws
of Delaware ("SMG - II") and PTK HOLDINGS, INC. a company organized under the
laws of Delaware ("PTK"). Terms used but not otherwise defined herein shall have
the meanings assigned to them in the Stock Purchase Agreement (as defined
below).
W I T N E S S E T H :
WHEREAS, Parent, Sub and SMG-II entered into an Agreement and Plan of
Merger (the "Merger Agreement"), dated March 9, 1999 pursuant to which the
parties thereto agreed to merge Sub with and into SMG-II (the "Merger");
WHEREAS, Parent, Sub, SMG-II and PTK entered into a Stock Purchase
Agreement (the "Stock Purchase Agreement"), dated as of March 9, 1999, pursuant
to which the parties thereto agreed that, in the event certain conditions in
connection with the Tender Offer set forth in the Merger Agreement are not
satisfied, SMG-II shall in the alternative cause PTK to sell, and Sub shall in
the alternative purchase, an aggregate of 100 shares of common stock, par value
$.10 per share, of Pathmark Stores, Inc., a company organized under the laws of
Delaware (the "Company"), being all of the issued and outstanding shares of
capital stock of the Company, all in accordance with the Stock Purchase
Agreement;
WHEREAS, a certain shareholder ("Plaintiff") brought an action (the
"Action") in the Court of Chancery of the State of Delaware (the "Court"),
styled Elliot Wolfson v. Supermarkets General Holdings Corporation, et al., C.A.
No. 17047;
WHEREAS, the Action was filed as a class action against Supermarkets
General Holdings Corporation, a company organized under the laws of Delaware
("SMGH"), SMG-II, Sub, and certain individual defendants (the "Director
Defendants"), seeking, inter alia, injunctive and declaratory relief and/or
monetary relief with respect to the Tender Offer;
WHEREAS, SMGH, SMG-II, Sub, the Director Defendants and Plaintiff
settled the Action pursuant to the Memorandum of Understanding, dated May 19,
1999, and a Stipulation and Agreement of Compromise, Settlement and Release (the
"Settlement"), dated as of June 9, 1999, which was submitted to the Court for
approval;
WHEREAS, on July 22, 1999 the Court certified the action as a class
action and approved the Settlement and as of the date hereof, the period for
appeals has expired;
WHEREAS, Parent, Sub, SMG-II and PTK wish to amend the Stock Purchase
Agreement pursuant to Section 1(a)(iii) of the Settlement;
WHEREAS, Section 10.11 of the Stock Purchase Agreement provides that
the Stock Purchase Agreement may be amended by an agreement in writing signed by
the parties thereto;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, the parties hereto hereby agree as follows:
1. Amendment. The Stock Purchase Agreement is hereby amended by
deleting the reference to "$38.25 per share" in the second recital of the Stock
Purchase Agreement and replacing it with "$39.85 per share".
2. Governing Law. This Amendment, and the legal relations between the
parties hereto, shall be governed by and construed in accordance with the laws
of the State of New York applicable to agreements executed and to be performed
solely within such State.
3. Miscellaneous.
(a) No Third Party Beneficiaries. Nothing in this Amendment, expressed
or implied, is intended to confer on any Person other than the parties hereto or
their respective successors and permitted assigns, any rights, remedies,
obligations or liabilities under or by reason of this Amendment.
(b) Counterparts. This Amendment may be executed in two or more
counterparts, and by the different parties hereto in separate counterparts, each
of which when executed shall be deemed to be an original but all of which taken
together shall constitute one and the same agreement. Delivery of an executed
counterpart of a signature page to this Amendment by telecopier shall be
effective as delivery of a manually executed counterpart of this Amendment.
IN WITNESS WHEREOF, the undersigned have caused their duly authorized
officers to execute this Amendment as of the date first above written.
KONINKLIJKE AHOLD N.V.
By: /s/ R. G. Tobin
--------------------------------
Name: R. G. Tobin
Title: Executive Vice President
AHOLD ACQUISITION INC.
By: /s/ R. G. Tobin
--------------------------------
Name: R. G. Tobin
Title: President
SMG-II HOLDINGS CORPORATION
By: /s/ Marc A. Strassler
--------------------------------
Name: Marc A. Strassler
Title: Senior Vice President
PTK HOLDINGS, INC.
By: /s/ Marc A. Strassler
--------------------------------
Name: Marc A. Strassler
Title: Senior Vice President
