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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-9
(Amendment No. 4)
Solicitation/Recommendation Statement Pursuant to
Section 14(d)(4) of the Securities Exchange Act of 1934
SUPERMARKETS GENERAL HOLDINGS
CORPORATION
(Name of Subject Company)
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SUPERMARKETS GENERAL HOLDINGS
CORPORATION
(Name of Person Filing Statement)
$3.52 Cumulative Exchangeable Redeemable Preferred Stock,
par value $.01 per share
(Title of Class of Securities)
868446204
(CUSIP Number of Class of Securities)
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Marc A. Strassler, Esq.
Senior Vice President, Secretary and General Counsel
Supermarkets General Holdings Corporation
200 Milik Street
Carteret, New Jersey 07008-1194
(732) 499-3000
(Name, Address and Telephone Number of Person authorized to
Receive Notices and Communications on Behalf of
the Person Filing Statement)
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With a copy to:
Spencer D. Klein, Esq.
Shearman & Sterling
599 Lexington Avenue
New York, New York 10022
212-848-4000
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<PAGE>
This Amendment No. 4 amends and supplements the Solicitation/
Recommendation Statement on Schedule 14D-9, dated March 15, 1999, as amended by
Amendment No. 1, dated March 26, 1999, Amendment No. 2, dated May 20, 1999 and
Amendment No. 3, dated June 10, 1999 (as amended, the "Schedule 14D-9") relating
to a tender offer disclosed in the Tender Offer Statement on Schedule 14D-1,
dated March 15, 1999, as amended by Amendment No. 1, dated March 26, 1999 and
Amendment No. 2, dated May 20, 1999 (as amended, the "Schedule 14D-1") filed by
Koninklijke Ahold N.V., a company organized under the laws of The Netherlands
("Parent"), Croesus, Inc., a Delaware corporation and an indirect wholly owned
subsidiary of Parent, Ahold U.S.A. Inc., a Delaware corporation and an indirect
wholly owned subsidiary of Parent, and Ahold Acquisition, Inc., a Delaware
corporation and an indirect wholly owned subsidiary of Parent, to purchase all
of the issued and outstanding shares of $3.52 Cumulative Exchangeable Redeemable
Preferred Stock, par value $.01 per share (the "Preferred Stock"), of
Supermarkets General Holdings Corporation, a Delaware corporation (the
"Company"), at a price of $38.25 per share, net to the seller in cash, without
interest thereon.
Capitalized terms used but not defined herein have the meanings
ascribed to such terms in the Schedule 14D-9.
Item 8. ADDITIONAL INFORMATION TO BE FURNISHED
Item 8 is hereby amended and supplemented to add the following:
"As previously described in the Schedule 14D-9, the Company, SMG-II,
the Purchaser and the directors of the Company and the plaintiff in a purported
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 Memorandum of Understanding dated May 19, 1999. Thereafter,
the parties executed a definitive settlement agreement that was submitted to the
Court of Chancery of the State of Delaware (the "Court") for approval. The Court
scheduled a hearing for July 22, 1999 to consider, among other things, the
fairness, reasonableness and adequacy of the settlement and the fee application
to be made by plaintiff's counsel. At the hearing, the Court approved the
settlement and the fee application."
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2
SIGNATURE
After reasonable 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.
Supermarkets General Holdings Corporation
By: /s/ Marc A. Strassler
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Name: Marc A. Strassler
Title: Senior Vice President, Secretary and
General Counsel
Dated: July 22, 1999
<PAGE>
EXHIBIT INDEX
Exhibit No.
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*(a)(1) Offer to Purchase dated March 15, 1999.
*(a)(2) Letter of Transmittal dated March 15, 1999.
*(a)(3) Agreement and Plan of Merger dated March 9, 1999 among Parent,
the Purchaser and SMG-II.
*(a)(4) Stock Purchase Agreement dated March 9, 1999 among Parent, the
Purchaser, SMG-II and PTK.
*(a)(5) Stockholders Agreement dated March 9, 1999 among Parent, the
Purchaser and Stockholders listed on Exhibit I thereto.
*(a)(6) Confidentiality Agreement dated December 30, 1998 between
Parent and SMG-II.
*(a)(7) A copy of pages 58 through 63 of the Annual Report on Form 10K
that was filed by the Company with the SEC on April 28, 1998.
*(a)(8) Sale and Transition agreement between Pathmark and James L.
Donald dated March 8, 1999.
*(a)(9) Letter from the Company to holders of the Shares dated March
15, 1999.
*(a)(10) Joint Press Release issued by the Company and Parent on March
9, 1999.
*(a)(11) Press Release issued by Parent on March 26, 1999.
*(a)(12) Press Release issued by the Company on May 19, 1999.
*(a)(13) Press Release issued by Parent on May 20, 1999.
*(c)(1) Employment Agreement between Pathmark and Eileen Scott dated
February 1, 1999.
*(c)(2) Employment Agreement between Pathmark and John Sheehan dated
February 1, 1999.
*(c)(3) Employment Agreement between Pathmark and Marc A. Strassler
dated February 1, 1999.
*(c)(4) Employment Agreement between Pathmark and Frank Vitrano dated
February 1, 1999.
*(c)(5) Employment Agreement between Pathmark and Joseph Adelhardt
dated February 1, 1999.
*(c)(6) Employment Agreement between Pathmark and Harvey Gutman dated
February 1, 1999.
*(c)(7) Employment Agreement between Pathmark and Robert Joyce dated
February 1, 1999.
*(c)(8) Employment Agreement between Pathmark and Myron D. Waxberg
dated February 1, 1999.
*(c)(9) Memorandum of Understanding dated May 19, 1999.
*(c)(10) Extension Agreement dated May 19, 1999 among Parent, the
Purchaser and the Stockholders listed on Exhibit I thereto.
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* Previously filed.
