UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
KONINKLIJKE AHOLD NV
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(Name of issuer as specified in its Charter)
ROYAL AHOLD NV
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(Translation of issuer's name into English)
Common Stock, Par Value NLG 1.25 Per Share
represented by American Depositary Shares
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(Title of class of securities)
000NO137M1
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(CUSIP Number)
Cornelius J. Dwyer, Jr.
Shearman & Sterling
599 Lexington Avenue
New York, New York 10022
Telephone: (212) 848-7019
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(Name, address and telephone number of person
authorized to receive notices and communications)
February 20, 1996
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(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
statement because of Rule 13d-1(b)(3) or (4), check the following |_|.
Check the following box if a fee is being paid with the statement |X|. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
(Page 1 of 7 Pages)
<PAGE>
SCHEDULE 13D
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CUSIP No. 000NO137M1 Page 2 of 11 Pages
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The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following pages)
Exhibit Index on Page 10
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1 NAME OF REPORTING PERSON
Stichting Pensioenfonds ABP
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS* 00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
The Kingdom of the Netherlands
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NUMBER OF 7 SOLE VOTING POWER 6,780,465
SHARES --------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER --
OWNED BY --------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER 6,780,465
REPORTING --------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER --
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,780,465
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.5%
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14 TYPE OF REPORTING PERSON* EP
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(Page 2 of 7 Pages)
<PAGE>
Item 1. Security and Issuer.
This statement relates to the Common Stock, par value NLG 1.25
per share (the "Common Stock"), of Royal Ahold NV (the "Issuer"). The Issuer is
incorporated in the Kingdom of the Netherlands and has its principal executive
offices located at Albert Heijnweg 1, 1507 EH Zaandam, The Netherlands.
Item 2. Identity and Background.
This statement is filed by Stichting Pensioenfonds ABP, an
entity established under the laws of The Kingdom of the Netherlands (the
"Fund"), whose principal business is investing funds held on behalf of public
sector employees of The Kingdom of the Netherlands. The address of the Fund's
principal executive office is Oude Lindestraat 70; postbus 2889, 6401 DL
Heerlen, The Netherlands. The name, principal occupation, citizenship and
business address of each director and of each executive officer of the Fund are
as follows:
<TABLE>
<CAPTION>
PRINCIPAL
NAME OCCUPATION CITIZENSHIP BUSINESS ADDRESS
- ---- ---------- ----------- ----------------
<S> <C> <C> <C>
J. Kleiterp Executive Chairman The Netherlands Bestuur Abp
of the Board of P.O. Box 30909
Trustees of the Fund 2500 GX 's-GRAVENHAGE
H.J. Albersen Trustee of the Fund The Netherlands CMHF
P.O. box 80204
2508 AM 's-GRAVENHAGE
E.J. Anneveld Trustee of the Fund The Netherlands C.F.O.
P.O. box 84501
2508 AM 's-GRAVENHAGE
W. Drees Trustee of the Fund The Netherlands Wieringenmeen 36
3844 NA HARDERWIJK
P.H. Holthuis Trustee of the Fund The Netherlands Ministerie van O&W/ BR/DG
P.O. box 25000
2700 LZ ZOETERMEER
L. Koopmans Trustee of the Fund The Netherlands Lange Voorhout 86, app. 24
2514 EJ DEN HAAG
R. van Leeuwen Trustee of the Fund The Netherlands ABOP
Herengracht 54
1015 BN AMSTERDAM
(Page 3 of 7 Pages)
<PAGE>
C.L.J. V. Overbeek Trustee of the Fund The Netherlands Katholieke Onderwijs
Vakorganisatie
Verrijn Stuartlaan 36
2280 EL RIJSWIJK
A.C. van Pelt Trustee of the Fund The Netherlands Ned. Gennootschap van
Leraren
P.O. box 407
3300 AK DORDRECHT
D.M. Sluimers Trustee of the Fund The Netherlands Ministerie van Financien
Casuariestraat 32
2511 VB 's-GRAVENHAGE
A.F.P.M. Scherf Trustee of the Fund The Netherlands Icaruslaan 20
5631 LD EINDHOVEN
X.J. den Uyl First Deputy Chairman The Netherlands Linnaeuslaan 14
of the Fund 2012 PP HAARLEM
J.W.E. Neervens Executive Chairman of The Netherlands ABP
the Board of Directors Oude Lindestraat 70
of the Fund 6411 EJ HEERLEN
P.J. Bezemer Member of the Board of The Netherlands ABP
Directors of the Fund Oude Lindestraat 70
6411 EJ HEERLEN
J.M.G. Frijns Member of the Board The Netherlands ABP
of Directors of the Fund Oude Lindestraat 70
6411 EJ HEERLEN
</TABLE>
During the last five years, neither the Fund nor any of its
executive officers or directors has been (i) convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, United States federal or state securities laws or finding
any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
(Page 4 of 7 Pages)
<PAGE>
On February 20, 1996, the Fund acquired 1,850,001 shares of
Common Stock for a purchase price of NLG 64.30 per share, raising the number of
shares of Common Stock beneficially owned by the Fund to 6,727,314
(approximately 5.42% of the aggregate number of shares outstanding) and
requiring the Fund to file this statement on Schedule 13D. From February 23 to
March 1, 1996, the Fund acquired an additional 53,151 shares of Common Stock, as
described in more detail in Item 5 below, raising the number of shares of Common
Stock beneficially owned by the Fund to 6,780,465 (approximately 5.46% of the
aggregate number of shares outstanding).
The funds for the foregoing purchase of shares of the Common
Stock by the Fund were supplied from Dutch public sector pensioners'
contributions to the Fund.
Item 4. Purpose of Transaction.
The Fund has acquired the Common Stock for the purpose of
making an investment in the Issuer and not with the present intention of
acquiring control of the Issuer's business.
The Fund from time to time intends to review its investment in
the Issuer on the basis of various factors, including the Issuer's business,
financial condition, results of operations and prospects, general economic and
industry conditions, the securities markets in general and those for the
Issuer's securities in particular, as well as other developments and other
investment opportunities. Based on such review, the Fund will take such actions
in the future as the Fund may deem appropriate in light of the circumstances
existing from time to time. If the Fund believes that further investment in the
Issuer is attractive, whether because of the market price of the Issuer's
securities or otherwise, it may acquire shares of Common Stock or other
securities of the Issuer either in the open market or in privately negotiated
transactions. Similarly, depending on market and other factors, the Fund may
determine to dispose of some or all of the Common Stock currently owned by the
Fund or otherwise acquired by the Fund either in the open market or in privately
negotiated transactions.
Except as set forth above, the Fund has not formulated any
plans or proposals which relate to or would result in: (a) the acquisiton by any
person of additional securities of the Issuer or the disposition of securities
of the Issuer, (b) an extraordinary corporate transaction involving the Issuer
or any of its subsidiaries, (c) a sale or transfer of a material amount of the
assets of the Issuer or any of its subsidiaries, (d) any change in the present
board of directors or managment of the Issuer, (e) any material change in the
Issuer's capitalization or dividend policy, (f) any other material change in the
Issuer's business or corporate structure, (g) any change in the Issuer's charter
or bylaws or other instrument corresponding thereto or other action which may
impede the acquisiton of control of the Issuer by any person, (h) causing a
class of the Issuer's securities to be deregistered or delisted, (i) a class of
equity securities of the Issuer becoming eligible for termination of
registration or (j) any action similar to any of those enumerated above.
(Page 5 of 7 Pages)
<PAGE>
Item 5. Interest in Securities of the Issuer.
(a)-(b) As of the date hereof, the Fund beneficially owns and
has the sole power to vote and dispose of 6,780,465 shares of Common Stock.
Based on the Official Pricing Gazette issued by the Amsterdam Stock Exchange on
February 2, 1996, such shares constitute approximately 5.5% of the outstanding
shares of Common Stock. To the knowledge of the Fund, no shares of Common Stock
are beneficially owned by any director or executive officer listed under Item 2
above.
(c) The Fund has effected the following open market purchases
of the Common Stock during the past 60 days:
DATE OF NUMBER OF PRICE
PURCHASE SHARES PURCHASED PER SHARE
-------- ---------------- ---------
December 1, 1995 10,474 NLG. 63.76
December 11, 1995 12,298 NLG. 64.63
January 3, 1996 40,386 NLG. 69.16
February 20, 1996 1, 850,001 NLG. 64.30
February 23, 1996 22,977 NLG. 69.93
March 1, 1996 30,174 NLG. 69.12
(d) To the knowledge of the Fund, no other person has the
right to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, any shares of Common Stock beneficially owned by the
Fund.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Neither the Fund nor any of its executive officers or
directors has any contracts, arrangements or understandings with any person with
respect to any securities of the Issuer.
Item 7. Material to Be Filed as Exhibits.
None.
(Page 6 of 7 Pages)
<PAGE>
Signature
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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: March 26, 1996 STICHTING PENSIOENFONDS ABP
By s/s Jay Mensonides
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Name: Jay Mensonides
Title: Managing Director
Equity Investments
By s/s P.A.W.M. Spijkers
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Name: P.A.W.M. Spijkers
Title: Managing Director
Fixed Income Investments
(Page 7 of 7 Pages)
