Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM F-3*and FORM S-3*
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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________________
* This Registration Statement constitutes a filing on Form F-3 with respect
to securities of Koninklijke Ahold N.V. and a filing on Form S-3 with
respect to securities of Ahold Finance U.S.A., Inc.
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<S> <C>
KONINKLIJKE AHOLD N.V. AHOLD FINANCE U.S.A., INC.
(Incorporated in the Netherlands as a public company with (Exact name of Registrant as specified in its charter)
limited liability)
(Exact name of Registrant as specified in its charter)
Royal Ahold
(Translation of Registrant's name into English)
The Netherlands Delaware
(State or other jurisdiction of incorporation (State or other jurisdiction of incorporation
or organization) or organization)
Not Applicable 58-2434256
(I.R.S. Employer Identification No.) (I.R.S. Employer Identification No.)
Albert Heijnweg 1
1507 EH Zaandam, 14101 Newbrook Drive
The Netherlands Chantilly, Virginia 20151-2224
011-31-75-6599111 (703) 961-6000
(Address and telephone number of Registrant's principal (Address and telephone number of Registrant's principal
executive offices) executive offices)
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Mr. Ernie J. Smith, Ahold Finance U.S.A., Inc.
14101 Newbrook Drive
Chantilly, Virginia 20151-2224
(703) 961-6000
(Name, address and telephone number of agent for service)
Copy of communications to:
Maureen Brundage, Esq., White & Case LLP
1155 Avenue of the Americas
New York, New York 10036
(212) 819-8314
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Approximate date of commencement of proposed sale to the public: From time to
time after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. (_)
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. (X)
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. (_)
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. (_)
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. (_)
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CALCULATION OF REGISTRATION FEE
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Proposed
Maximum Proposed Maximum Amount of
Title of Each Class of Securities to be Amount to be Offering Price Aggregate Offering Registration
Registered Registered (1) per Unit (1) Price (1) Fee
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Senior debt securities (2).....................
Subordinated debt securities (3)...............
Guaranteed senior debt securities (4)..........
Guaranteed subordinated debt securities (5)....
Guarantees of guaranteed senior debt
securities (4).................................
Guarantees of guaranteed subordinated debt
securities (5).............................
Warrants for debt securities (6)...............
Financing preferred shares, Euro 0.25 par value
(7)
Common shares, Euro 0.25 par value (8).........
Total.................................... U.S.$ 3,950,000,000(9) 100% U.S.$ 3,950,000,000(9) U.S.$ 987,500
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(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(o) under the Securities Act of 1933, as amended.
(2) Subject to note (9) below, there is being registered hereunder an
indeterminate principal amount of senior debt securities of Koninklijke
Ahold N.V. as may be issued from time to time at indeterminate prices. Such
senior debt securities may be convertible into common shares of Koninklijke
Ahold N.V. or American depositary shares evidenced by American depositary
receipts issuable upon the deposit of the common shares.
(3) Subject to note (9) below, there is being registered hereunder an
indeterminate principal amount of subordinated debt securities of
Koninklijke Ahold N.V. as may be issued from time to time at indeterminate
prices. Such subordinated debt securities may be convertible into common
shares of Koninklijke Ahold N.V. or American depositary shares evidenced by
American depositary receipts issuable upon the deposit of the common
shares.
(4) Subject to note (9) below, there is being registered hereunder an
indeterminate principal amount of guaranteed senior debt securities of
Ahold Finance U.S.A., Inc. and related guarantees thereof of Koninklijke
Ahold N.V. as may be issued from time to time at indeterminate prices. Such
guaranteed senior debt securities may be convertible into common shares of
Koninklijke Ahold N.V. or American depositary shares evidenced by American
depositary receipts issuable upon the deposit of the common shares.
(5) Subject to note (9) below, there is being registered hereunder an
indeterminate principal amount of guaranteed subordinated debt securities
of Ahold Finance U.S.A., Inc. and related guarantees thereof of Koninklijke
Ahold N.V. as may be issued from time to time at indeterminate prices. Such
guaranteed subordinated debt securities may be convertible into common
shares of Koninklijke Ahold N.V. or American depositary shares evidenced by
American depositary receipts issuable upon the deposit of the common
shares.
(6) Subject to note (9) below, there is being registered hereunder an
indeterminate number of (i) warrants of Koninklijke Ahold N.V. entitling
the holder to purchase senior debt securities and/or subordinated debt
securities of Koninklijke Ahold N.V. and (ii) warrants of Ahold Finance
U.S.A., Inc. entitling the holder to purchase guaranteed senior debt
securities and/or guaranteed subordinated debt securities of Ahold Finance
U.S.A., Inc.
(7) Subject to note (9) below, there is being registered hereunder an
indeterminate number of financing preferred shares of Koninklijke Ahold
N.V. as may be issued from time to time at indeterminate prices.
(8) Subject to note (9) below, there is being registered hereunder an
indeterminate number of common shares of Koninklijke Ahold N.V. as may be
issued from time to time at indeterminate prices, including common shares
issuable upon conversion of debt securities that are convertible into
common shares. A separate Registration Statement for the registration of
American depositary shares evidenced by American depositary receipts
issuable upon the deposit of the common shares registered hereby has been
declared effective.
(9) In no event will the aggregate offering price of all securities issued from
time to time under this Registration Statement and the Registration
Statement of Koninklijke Ahold N.V. and Ahold Finance U.S.A., Inc. on Form
F-3 and Form S-3 (Nos. 333-80245 and 333-80245-01) exceed U.S.$
5,000,000,000 or the equivalent thereof in one or more foreign currencies,
foreign currency units or composite currencies.
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Pursuant to Rule 429 under the Securities Act of 1933, the prospectus
included in this Registration Statement also relates to the U.S.$ 1,050,000,000
maximum aggregate offering price of unsold securities previously registered
under the Registration Statement of Koninklijke Ahold N.V. and Ahold Finance
U.S.A., Inc. on Form F-3 and Form S-3 (Nos. 333-80245 and 333-80245-01). This
Registration Statement constitutes Post-Effective Amendment No. 1 to such
Registration Statement.
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The Registrants hereby amend this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrants
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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PROSPECTUS
Koninklijke Ahold N.V.
(a Netherlands public company with limited liability)
(Royal Ahold)
and
Ahold Finance U.S.A., Inc.
Royal Ahold may offer the following securities for sale through this prospectus:
o senior debt securities;
o subordinated debt securities;
o warrants to purchase debt securities;
o financing preferred shares; and
o common shares.
Ahold Finance U.S.A., Inc. may offer the following securities for sale through
this prospectus:
o senior debt securities of Ahold Finance U.S.A., Inc. guaranteed by Royal
Ahold;
o subordinated debt securities of Ahold Finance U.S.A., Inc. guaranteed by
Royal Ahold; and
o warrants to purchase debt securities of Ahold Finance U.S.A., Inc.
We will provide the specific terms of the securities that we are offering in
supplements to this prospectus. You should read this prospectus and any
prospectus supplement carefully before you invest.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined that
this prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
The date of this prospectus is December 29, 2000
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TABLE OF CONTENTS
Page
About this Prospectus................................................... 3
Where You Can Find More Information..................................... 3
Limitations on Enforcement of U.S. Laws Against Royal Ahold, its
Management, and Others................................................ 5
Royal Ahold............................................................. 6
Ahold Finance U.S.A., Inc............................................... 6
Use of Proceeds......................................................... 6
Ratios of Earnings to Fixed Charges and Ratios of Earnings to
Combined Fixed Charges and Preferred Share Dividends.................. 6
Description of Debt Securities of Royal Ahold........................... 8
Description of Guaranteed Debt Securities of Ahold Finance U.S.A.,
Inc. and Guarantees of Royal Ahold.................................... 22
Description of Warrants to Subscribe to Debt Securities of Royal
Ahold and Ahold Finance U.S.A., Inc................................... 39
Description of Share Capital of Royal Ahold............................. 41
Description of American Depositary Receipts Relating to Shares of
Royal Ahold........................................................... 49
Plan of Distribution.................................................... 59
Validity of Securities.................................................. 60
Experts................................................................. 60
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ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with the
Securities and Exchange Commission utilizing the "shelf" registration process.
Under the shelf registration process, we may sell the securities described in
this prospectus in one or more offerings.
This prospectus provides you with a general description of the securities
we may offer. Each time we sell securities, we will provide a prospectus
supplement that will contain specific information about the terms of the
securities. The prospectus supplement may also add to or update or change
information contained in this prospectus. You should read both this prospectus
and any prospectus supplement together with the additional information described
under the heading "Where You Can Find More Information."
WHERE YOU CAN FIND MORE INFORMATION
Royal Ahold
Koninklijke Ahold N.V. ("Royal Ahold") files annual reports and special
reports, proxy statements and other information with the Securities and Exchange
Commission. You may read and copy any document Royal Ahold files at the SEC's
public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549. Please
call the SEC at (800) SEC-0330 for further information on the public reference
room.
The SEC allows Royal Ahold to "incorporate by reference" in this prospectus
the information in the documents that Royal Ahold files with it, which means
that Royal Ahold can disclose important information to you by referring you to
those documents. The information incorporated by reference is considered to be a
part of this prospectus. Royal Ahold incorporates by reference in this
prospectus the documents listed below:
o Annual Report on Form 20-F for the fiscal year ended January 2, 2000;
o Report on Form 6-K dated January 13, 2000 (two reports);
o Report on Form 6-K dated February 3, 2000;
o Report on Form 6-K dated February 21, 2000;
o Report on Form 6-K dated April 5, 2000;
o Report on Form 6-K dated April 19, 2000 (two reports);
o Report on Form 6-K dated May 5, 2000 (two reports);
o Report on Form 6-K dated May 17, 2000;
o Report on Form 6-K dated May 25, 2000;
o Report on Form 6-K dated May 30, 2000;
o Report on Form 6-K dated June 8, 2000;
o Report on Form 6-K dated July 13, 2000;
o Report on Form 6-K dated July 14, 2000 (two reports);
o Report on Form 6-K dated August 4, 2000 (four reports);
o Report on Form 6-K dated August 22, 2000;
o Report on Form 6-K dated September 8, 2000;
o Report on Form 6-K dated September 11, 2000;
o Report on Form 6-K dated October 31, 2000;
o Report on Form 6-K dated November 13, 2000;
o Report on Form 6-K dated November 29, 2000;
o Report on Form 6-K dated December 27, 2000; and
o any future Reports on Form 6-K that indicate they are incorporated into
this registration statement and any future Annual Reports on Form 20-F that
Royal Ahold may file with the SEC under the Securities Exchange Act of 1934
until Royal Ahold and Ahold Finance U.S.A., Inc. ("Ahold Finance") sell all
of the securities that may be offered through this prospectus.
You may request a copy of these documents at no cost to you, by writing or
telephoning us at either of the following addresses:
Director of Investor Relations
Royal Ahold
P.O. Box 3050
1500 HB Zaandam
The Netherlands
Tel: 011 (31-75) 659-5813 (or 5828)
Fax: 011 (31-75) 659-8359
Corporate Secretary
Ahold Finance U.S.A., Inc.
14101 Newbrook Drive
Chantilly, Virginia 20151-2224
Tel: (703) 961-6000
Fax: (703) 961-6051
Royal Ahold will provide its annual report in English to any holder of
these securities at the holder's request, for so long as the securities remain
outstanding. Royal Ahold will also provide unaudited interim financial
information to any holder upon request. In addition, Royal Ahold will supply
copies of its summary annual report in English to the depositary issuing
American depositary shares, and the depositary will distribute the summary
annual reports to holders of American depositary shares. Finally, Royal Ahold
will supply English translations of all notices of shareholders' meetings and
other communications that are sent to its shareholders to the depositary issuing
American depositary receipts, which will deliver them to holders of American
depositary receipts.
The summary annual reports prepared in English by Royal Ahold will include
audited consolidated financial statements of Royal Ahold prepared under Dutch
generally accepted accounting principles, as well as a reconciliation of certain
amounts to U.S. generally accepted accounting principles.
For a discussion of the principal differences between Dutch GAAP and U.S.
GAAP relevant to Royal Ahold, see Note 23 to Royal Ahold's audited consolidated
financial statements included in Royal Ahold's Annual Report on Form 20-F for
the fiscal year ended January 2, 2000, which is incorporated by reference in
this prospectus.
As used in this prospectus, "NLG" and "guilder" refer to the Dutch guilder,
"dollar" and "$" refer to the U.S. dollar and "euro" and "Euro" refer to the new
single unified currency that was introduced in connection with the European
Economic and Monetary Union in the Netherlands and the other participating
member states of the European Union on January 1, 1999. Royal Ahold has adopted
the euro as its reporting currency effective fiscal 1999. Effective January 1,
1999, the official exchange rate of the euro has been fixed at a rate of Euro
1.00 = NLG 2.20371. Royal Ahold's financial statements for fiscal years prior to
fiscal 1999 and certain other data included in this prospectus were originally
stated in guilders, but have been translated to euros using the fixed exchange
rate of Euro 1.00 = NLG 2.20371.
Ahold Finance U.S.A., Inc.
Ahold Finance is a consolidated subsidiary of Royal Ahold. Ahold Finance
does not, and will not, file separate reports with the SEC.
Reliance on Information
You should rely only on the information incorporated by reference or
provided in this prospectus or in any prospectus supplement. We have not
authorized anyone to provide you with different information. You should not
assume that the information in this prospectus or any prospectus supplement is
accurate as of any date other than the date on the front of those documents.
LIMITATIONS ON ENFORCEMENT OF U.S. LAWS AGAINST
ROYAL AHOLD, ITS MANAGEMENT, AND OTHERS
Royal Ahold is a foreign corporation, and a substantial number of the
members of its management, as well as some of the experts referred to in this
prospectus, are residents of the Netherlands or other countries outside the
United States. In addition, the underwriters that are named in a prospectus
supplement may be residents of countries outside the United States. As a result,
you should note that it may be difficult or impossible to serve legal process on
Royal Ahold, members of its management, or experts or underwriters, and to force
them to appear in a U.S. court. It may also be difficult or impossible to
enforce a judgment of a U.S. court against any of these parties, or to enforce a
judgment of a foreign court against any of these parties in the United States.
Finally, a Netherlands court may refuse to allow an original action based on
U.S. securities laws.
The United States and the Netherlands do not currently have a treaty
providing for reciprocal recognition and enforcement of judgments, other than
arbitration awards, in civil and commercial matters. As a result, a civil
judgment by a U.S. court would not necessarily be enforceable in the
Netherlands.
ROYAL AHOLD
Royal Ahold is one of the largest and internationally diverse food
providing groups world-wide. Royal Ahold provides food mostly through retail
outlets. The store format Royal Ahold primarily uses is the supermarket. To be
responsive to local market conditions, Royal Ahold also operates through
hypermarkets, discount stores, specialty stores, cash-and-carry stores and
convenience stores. In addition, Royal Ahold is increasingly complementing its
retail activities with related wholesale and food supply activities.
Royal Ahold is incorporated in the Netherlands as a public company with
limited liability with its corporate seat in Zaandam, Municipality Zaanstad.
Royal Ahold's operations are located primarily in the Netherlands and the United
States. It also has activities in Portugal, Spain, the Czech Republic, Poland,
Sweden, Norway, several countries in Latin America and several countries in the
Asia Pacific region.
Royal Ahold's principal executive offices are located at Albert Heijnweg 1,
1507 EH Zaandam, the Netherlands, and the telephone number of these offices is
011 (31-75) 659-9111. Royal Ahold is registered with the trade register of the
Chamber of Commerce of Amsterdam, under number 35000363.
AHOLD FINANCE U.S.A., INC.
Ahold Finance is an indirect wholly owned subsidiary of Royal Ahold. Ahold
Finance was incorporated in Delaware in December 1998. Its sole purpose is to
provide financing services to Royal Ahold and its U.S. subsidiaries.
The corporate offices of Ahold Finance are located at 913 North Market
Street, Wilmington, Delaware 19801-3052, and the telephone number of these
offices is (302) 552-3100.
USE OF PROCEEDS
Unless Royal Ahold or Ahold Finance state otherwise in a prospectus
supplement, the net proceeds from the sale of securities offered through this
prospectus will be used for general corporate purposes.
RATIOS OF EARNINGS TO FIXED CHARGES AND
RATIOS OF EARNINGS TO COMBINED FIXED CHARGES
AND PREFERRED SHARE DIVIDENDS
Ratios of Earnings to Fixed Charges
The following table shows the ratios of earnings to fixed charges for Royal
Ahold, computed in accordance with Dutch GAAP and U.S. GAAP, for the 40 week
period ended October 8, 2000 ("First Three Quarters of 2000") and the 40 week
period ended October 10, 1999 ("First Three Quarters of 1999") and for fiscal
years 1999, 1998, 1997, 1996 and 1995.
First Three
Quarters of
2000 1999 1999 1998 1997 1996 1995
---- ---- ----- ----- ----- ----- ----
Dutch GAAP............. 2.21x 2.45x 2.57x 2.51x 2.34x 2.41x 2.28x
U.S. GAAP.............. 1.96x 2.13x 2.28x 2.16x 2.11x 2.22x 2.21x
Ratios of Earnings to Combined Fixed Charges and Preferred Share Dividends
The following table shows the ratios of earnings to combined fixed charges
and preferred share dividends for Royal Ahold, computed in accordance with Dutch
GAAP and U.S. GAAP, for the First Three Quarters of 2000 and the First Three
Quarters of 1999 and for fiscal years 1999, 1998, 1997, 1996 and 1995.
First Three
Quarters of
2000 1999 1999 1998 1997 1996 1995
----- ----- ----- ----- ---- ---- ----
Dutch GAAP............ 2.20x 2.43x 2.54x 2.48x 2.32x 2.39x 2.28x
U.S. GAAP............. 1.95x 2.11x 2.26x 2.14x 2.09x 2.20x 2.21x
Calculation of Ratios
The ratios of earnings to fixed charges and ratios of earnings to combined
fixed charges and preferred share dividends were calculated based on information
from Royal Ahold's records.
For purposes of these tables, "earnings" is calculated by adding:
(1) pre-tax income from continuing operations before adjustment for
minority interests in consolidated subsidiaries or income or loss from
equity investees;
(2) fixed charges;
(3) amortization of capitalized interest;
(4) distributed income of equity investees; and
(5) Royal Ahold's share of pre-tax losses of equity investees for which
charges arising from guarantees are included in fixed charges;
and then subtracting:
(1) capitalized interest;
(2) preferred share dividend requirements of consolidated subsidiaries;
and
(3) minority interests in pre-tax income of subsidiaries that have not
incurred fixed charges.
"Fixed charges" is calculated by adding:
(1) interest expensed and capitalized;
(2) amortized premiums, discounts and capitalized expenses related to
indebtedness;
(3) an estimate of the interest within rental expense; and
(4) preferred share dividend requirements of consolidated subsidiaries.
The term "equity investees" means investments that Royal Ahold accounts for
using the equity method of accounting.
The term "preferred share dividend" means the amount of pre-tax earnings
that is required to pay the dividends on outstanding preferred shares.
DESCRIPTION OF DEBT SECURITIES OF ROYAL AHOLD
The following is a summary of material provisions of the debt securities of
Royal Ahold that may be issued under an indenture between Royal Ahold and The
Chase Manhattan Bank, as trustee, and an indenture between Royal Ahold and The
Bank of New York, as trustee. This summary does not include all of the
provisions of the indentures. We urge you to read the indentures because they
define your rights. The terms of the debt securities of Royal Ahold include
those stated in the indentures and those made part of the indentures by
reference to the Trust Indenture Act of 1939. Royal Ahold has filed forms of the
indentures as exhibits to the registration statement of which this prospectus is
a part. Provisions of or terms defined in the indentures referred to in the
summary below are incorporated into this summary by such reference.
General
Royal Ahold may offer the following debt securities through this
prospectus: senior debt securities and subordinated debt securities.
Any senior debt securities of Royal Ahold will be issued under an indenture
between Royal Ahold and The Chase Manhattan Bank, as trustee. Any subordinated
debt securities of Royal Ahold will be issued under an indenture between Royal
Ahold and The Bank of New York, as trustee. All references in this summary to
debt securities, senior debt securities or subordinated debt securities are
references to debt securities, senior debt securities or subordinated debt
securities of Royal Ahold.
The total principal amount of debt securities that can be issued under the
indentures is unlimited. Except as otherwise provided in the prospectus
supplement relating to a particular series of debt securities, the indentures do
not limit the amount of other debt, secured or unsecured, that may be issued by
Royal Ahold. Royal Ahold may issue the debt securities in one or more series.
The indentures provide for the debt securities to be issued in registered
form. However, Royal Ahold and the trustees may enter into supplemental
indentures for the purpose of providing for the issuance of debt securities in
bearer form.
Please refer to the prospectus supplement relating to the particular series
of debt securities offered through this prospectus for the following terms,
where applicable, of the debt securities:
o the designation, aggregate principal amount and authorized
denominations of the debt securities;
o the percentage of principal amount at which the debt securities will
be issued;
o the currency or currencies, composite currency or currency units in
which the principal of and any interest on the debt securities will be
payable;
o the date or dates on which the debt securities will mature;
o the rate or rates at which the debt securities will bear any interest
or the method by which such rate will be determined;
o the dates on which and places at which any interest will be payable;
o whether the debt securities are senior debt securities or subordinated
debt securities;
o the terms of any mandatory or optional repayment or redemption;
o if the debt securities are convertible into common shares of Royal
Ahold, the terms and conditions upon which conversion will be
effected, including the conversion price, the conversion period and
whether conversion is mandatory, at the option of the holder or at the
option of Royal Ahold;
o any index used to determine the amount of payments of principal or any
interest on the debt securities;
o whether the debt securities will be issued as discounted debt
securities;
o whether Royal Ahold will be obligated to pay any additional amounts in
the event that any Dutch taxes or certain other charges are imposed on
payments on the debt securities as provided below under "--Payments of
Additional Amounts";
o whether Royal Ahold may redeem the debt securities before their
maturity as a result of any amendment or change in Dutch taxes as
provided below under "--Tax Redemption";
o whether the debt securities may be issued in the form of American
depositary debt securities evidenced by American depositary receipts;
and
o any other terms of the debt securities.
Each of the indentures provides that debt securities of a single series may
be issued at various times, with different maturity dates and redemption and
repayment provisions, if any, and may bear interest at different rates. If
interest is payable on the debt securities, the persons to which and the manner
in which it will be paid will be set forth in the prospectus supplement relating
to the debt securities. Unless otherwise indicated in the applicable prospectus
supplement, the debt securities will not be listed on any securities exchange.
The senior debt securities will be unsecured, unsubordinated indebtedness
of Royal Ahold and will rank equally with all other unsecured and unsubordinated
indebtedness of Royal Ahold. The senior debt securities will rank equally
without any preference among themselves and with all other present and future
unsecured, unsubordinated obligations of Royal Ahold, except as required by law.
The subordinated debt securities will be unsecured indebtedness of Royal Ahold
and, as set forth below under "--Subordination of Subordinated Debt Securities,"
will be subordinated in right of payment to all senior indebtedness (as defined
below) of Royal Ahold. The subordinated debt securities will rank equally
without any preference among themselves and with all other present and future
unsecured and equally subordinated obligations of Royal Ahold, except as
required by law.
Some of the debt securities may be sold at a substantial discount below
their stated principal amount. These debt securities will either bear no
interest or will bear interest at a rate which at the time of issuance is below
market rates. The U.S. federal income tax consequences and other special
considerations applicable to the discounted debt securities will be described in
the prospectus supplement relating to these debt securities.
Unless the prospectus supplement for a particular series of debt securities
provides that the debt securities of that series may be redeemed at the option
of the holder, the indentures and the debt securities would not provide for
redemption at the option of a holder nor necessarily afford holders protection
in the event of a highly leveraged or other transaction that may adversely
affect holders.
Governing Law
The senior debt securities and the indenture under which they will be
issued are governed by the laws of the State of New York. The subordinated debt
securities and the indenture under which they will be issued are governed by the
laws of the State of New York, except for the provisions relating to the
subordination of the subordinated debt securities, which are governed by the
laws of the Netherlands.
There are no limitations under the laws of the Netherlands or the Articles
of Association of Royal Ahold on the right of non-residents of the Netherlands
to hold the debt securities issued by Royal Ahold.
Global Securities
The debt securities of a series may be issued in the form of one or more
global certificates that will be deposited with a depositary identified in a
prospectus supplement. Unless a global certificate is exchanged in whole or in
part for debt securities in definitive form, a global certificate may generally
be transferred only as a whole and only to the depositary or to a nominee of the
depositary or to a successor depositary or its nominee.
Unless otherwise indicated in any prospectus supplement, The Depositary
Trust Company ("DTC") will act as depositary. Beneficial interests in global
certificates will be shown on records maintained by DTC and its participants,
and transfers of global certificates will be effected only through these
records.
DTC has provided us the following information, and we take no
responsibility for its accuracy. DTC is a limited purpose trust company
organized under the New York Banking Law, a "banking organization" within the
meaning of the New York Banking Law, a member of the United States Federal
Reserve System, a "clearing corporation" within the meaning of the New York
Uniform Commercial Code and a "clearing agency" registered under Section 17A of
the Exchange Act. DTC holds securities that its participants deposit with DTC.
DTC also facilitates the clearance and recording of the settlement among its
participants of securities transactions, such as transfers and pledges, in
deposited securities through computerized records for participant's accounts.
This eliminates the need for physical exchange of certificates. Direct
participants include securities brokers and dealers, banks, trust companies,
clearing corporations and certain other organizations. Other organizations such
as securities brokers and dealers, banks and trust companies that work through a
participant, either directly or indirectly use DTC's book-entry system. The
rules that apply to DTC and its participants are on file with the SEC.
DTC did not observe any significant failures in connection with the Year
2000 computer issue. DTC continues to monitor its operations in connection with
this issue, but it does not believe it will experience any Year 2000 problems.
Pursuant to DTC's procedures, upon the sale of debt securities represented
by a global certificate to underwriters, DTC will credit the accounts of the
participants designated by the underwriters with the principal amount of the
debt securities purchased by the underwriters. Ownership of beneficial interests
in a global certificate will be shown on DTC's records (with respect to
participants), by the participants (with respect to indirect participants and
certain beneficial owners) and by the indirect participants (with respect to all
other beneficial owners). The laws of some states require that certain persons
take physical delivery in definitive form of the securities that they own.
Consequently, the ability to transfer beneficial interests in a global
certificate may be limited.
Royal Ahold will wire to DTC's nominee principal and interest payments with
respect to global certificates. Royal Ahold and the trustees under the
indentures will treat DTC's nominee as the owner of the global certificates for
all purposes. Accordingly, Royal Ahold, the trustees and the paying agents will
have no direct responsibility or liability to pay amounts due on the global
certificates to owners of beneficial interests in the global certificates.
It is DTC's current practice, upon receipt of any payment of principal or
interest, to credit participants' accounts on the payment date according to
their beneficial interests in the global certificates as shown on DTC's records.
Payments by participants to owners of beneficial interests in the global
certificates will be governed by standing instructions and customary practices
between the participants and the owners of beneficial interests in the global
certificates, as is the case with securities held for the account of customers
registered in "street name." However, payments will be the responsibility of the
participants and not of DTC, the trustees or Royal Ahold.
Debt securities of any series represented by a global certificate will be
exchangeable for debt securities in definitive form with the same terms in
authorized denominations only if:
o DTC notifies Royal Ahold that it is unwilling or unable to continue as
depositary, or DTC is no longer eligible to act as depositary, and
Royal Ahold does not appoint a successor depositary within 90 days; or
o Royal Ahold determines not to have the debt securities of the series
represented by global certificates and notifies the applicable trustee
of its decision.
Tax Redemption
If the prospectus supplement for a particular series of debt securities
provides, Royal Ahold may redeem that series of debt securities before their
maturity, in whole but not in part, if, at any time after the date of issuance
of that series of securities, as a result of any:
o amendment to, or change in, the laws of the Netherlands or any
political subdivision; or
o change in the application or official interpretation of such laws or
regulations,
where such amendment or change becomes effective after the date of the issuance
of the series of debt securities (a "tax event"), Royal Ahold becomes, or will
become, obligated to pay any additional amounts as provided below under
"--Payments of Additional Amounts" and cannot reasonably avoid such obligation.
Before Royal Ahold may redeem debt securities of a particular series as
provided above, it must deliver to the trustee at least 45 days prior to the
date fixed for redemption:
o a written notice stating that the debt securities of a particular
series are to be redeemed, specifying the redemption date and other
pertinent information; and
o an opinion of independent legal counsel to the effect that, as a
result of the circumstances described above, Royal Ahold has or will
become obligated to pay any additional amounts.
Royal Ahold will give you at least 30 days', but not more than 60 days',
notice before any redemption of a series of securities. On the redemption date,
Royal Ahold will pay you the principal amount of your debt security, plus any
accrued interest (including any additional amounts) to the redemption date. No
notice of redemption may be given earlier than 90 days prior to the earliest
date on which Royal Ahold would be obligated to pay additional amounts were a
payment on the debt securities of the series then due.
Payments of Additional Amounts
If the prospectus supplement for a particular series of debt securities
provides, Royal Ahold will make all payments on the debt securities of that
series without withholding or deduction for any taxes, or other governmental
charges in effect on the date of issuance of the debt securities of that series
or imposed in the future by or on behalf of the Netherlands or any authority in
the Netherlands. In the event any Dutch taxes or other charges are imposed on
payments on any debt security of that series held by you, Royal Ahold will pay
to you such additional amounts as may be necessary so that the net amounts
receivable by you after any payment, withholding or deduction of tax or charge
will equal the amounts of principal, any interest and any premium which would
have been receivable on the debt security if there were no such payment,
withholding or deduction. No additional amounts, however, will be paid to you,
or to a third party on your behalf, for any such taxes or charges that have been
imposed by reason of:
o you being a resident of the Netherlands or having some connection with
the Netherlands other than the mere holding of the debt security or
the receipt of principal, any interest, or any premium on the debt
security;
o your presentation of the debt security for payment more than 30 days
after the later of (1) the due date for such payment or (2) the date
Royal Ahold provides funds to make such payment to the trustee;
o any estate, inheritance, gift, sales, transfer or personal property
tax or any similar tax or governmental charge;
o any tax or other governmental charge that is payable other than by
withholding from payments on the debt security; or
o any combination of the foregoing events or circumstances.
Furthermore, no additional amounts will be paid with respect to any payment
to you if you are a fiduciary or partnership or other than the sole beneficial
owner of the payment if a beneficiary or settlor with respect to such fiduciary
or a member of such partnership or beneficial owner would not have been entitled
to receive the additional amounts had such beneficiary, settlor, member or
beneficial owner been the holder. Any reference in this summary or in the
indentures or the debt securities to principal or interest will be deemed also
to refer to any additional amounts that may be payable as described in this
paragraph.
Certain Covenants Applicable to Senior Debt Securities
Certain Definitions Applicable to Covenants
The term "attributable debt" means the total net amount of rent required to
be paid by Royal Ahold or a subsidiary under any lease during the remaining term
of the lease, discounted from the due dates of the rent to the date of
determination at the rate of interest per annum implicit in the terms of the
lease (as determined by Royal Ahold or such subsidiary) compounded semiannually.
The net amount of rent required to be paid under any lease for any period is the
amount of the rent payable by the lessee with respect to such period, after
deducting amounts required to be paid for maintenance and repairs, insurance,
taxes, assessments, water rates and similar charges. In the case of any lease
which the lessee has the right to terminate upon paying a penalty, the net
amount of rent will also include the amount of the penalty, but no rent will be
considered as required to be paid under the lease subsequent to the first date
that it may be terminated by the lessee.
The term "consolidated net tangible assets" means the total amount of
assets of Royal Ahold and its subsidiaries after deducting: (1) applicable
reserves and other properly deductible items, (2) all current liabilities
(excluding (a) any liabilities that the obligor has the right to extend or renew
to a time more than 12 months after the date on which the amount of consolidated
net tangible assets is being computed and (b) current maturities of long-term
indebtedness and capital lease obligations) and (3) all goodwill, all as shown
in the most recent consolidated balance sheet of Royal Ahold and its
subsidiaries, each computed in accordance with Dutch GAAP.
The term "funded debt" means all indebtedness for money borrowed with a
maturity of more than 12 months from the date the amount of funded debt is to be
determined or having a maturity of less than 12 months but which the borrower
has the right to renew or extend beyond 12 months from such date.
The term "subsidiary" means any entity of which Royal Ahold or one or more
other subsidiaries of Royal Ahold directly or indirectly owns or controls at
least a majority of the outstanding stock or other ownership interests that
ordinarily carry the power to vote in the election of directors, managers or
trustees of such entity or other persons performing similar functions (whether
or not stock or other ownership interests of any other class of such entity has
or might have voting power as a result of the happening of any contingency).
Limitation on Liens
Royal Ahold will not, and will not permit any subsidiary to, incur, issue,
assume or guarantee any indebtedness for money borrowed or any other
indebtedness evidenced by notes, bonds, debentures or other similar evidences of
indebtedness for money borrowed (referred to in this summary as "debt") if such
debt is secured by pledge of, or mortgage, deed of trust or other lien on any
part of its or any such subsidiary's undertakings, assets or revenues (such
pledges, mortgages, deeds of trust and other liens being referred to in this
summary as "mortgages") without effectively providing that the senior debt
securities of all series issued under the indenture (and, if Royal Ahold so
determines, any other debt of Royal Ahold or such subsidiary then existing or
thereafter created which is not subordinated to the senior debt securities) will
be secured equally and ratably with (or prior to) such secured debt so long as
such secured debt shall be so secured. This restriction, however, will not apply
if the aggregate principal amount of all such secured debt which would otherwise
be prohibited, plus all attributable debt of Royal Ahold and its subsidiaries in
respect of "sale and leaseback transactions" (as defined below) which would
otherwise be prohibited by the covenant limiting sale and leaseback transactions
described below, would not exceed the greater of (1) $ 1,750,000,000 and (2) 15%
of consolidated net tangible assets. This restriction also will not apply to,
and there will be excluded from secured debt in any computation under this
restriction, debt secured by:
(1) mortgages on property of any corporation existing at the time it
becomes a subsidiary;
(2) mortgages to secure indebtedness of any subsidiary to Royal Ahold or
to another subsidiary;
(3) mortgages for taxes, assessments or governmental charges (a) not then
delinquent or (b) the validity of which is being contested in good
faith by appropriate proceedings;
(4) materialmen's, mechanics', carriers', workmen's, repairmen's,
landlord's or other similar mortgages, or deposits to obtain the
release of such mortgages;
(5) mortgages arising under an order of attachment or distraint or similar
legal process so long as the execution or enforcement thereof is
effectively stayed and the claims secured thereby are being contested
in good faith;
(6) mortgages to secure public or statutory obligations or to secure
payment of workmen's compensation or to secure performance in
connection with tenders, leases of real property, bids or contracts or
to secure (or in lieu of) surety or appeal bonds and mortgages made in
the ordinary course of business for similar purposes;
(7) mortgages on property existing at the time of acquisition of the
property by Royal Ahold or the subsidiary or to secure the payment of
any part of the purchase price or construction or improvement cost of
the property or to secure any debt incurred before, at the time of, or
within one year after, the acquisition of the property or the
completion of any construction or the commencement of commercial
operation of the property, whichever is later, for the purpose of
financing any part of the purchase price or construction cost of the
property;
(8) mortgages to secure guarantees arising in connection with the sale,
discount, guarantee or pledge of notes, chattel mortgages, leases,
accounts receivable, trade acceptances and other paper arising in the
ordinary course of business out of installment or conditional sales to
or by, or transactions involving title retention with, distributors,
dealers or other customers, or merchandise, equipment or services;
(9) mortgages existing at the date of the senior debt indenture; and
(10) any extension, renewal or replacement of any mortgage referred to in
the foregoing clauses (1) to (9), so long as (a) the extension,
renewal or replacement mortgage is limited to the part of the same
property that secured the mortgage extended, renewed or replaced (plus
improvements on such property) and (b) the debt secured by the
mortgage at the time is not increased.
Limitation on Sales and Leasebacks
Royal Ahold will not, and will not permit any subsidiary to, enter into any
arrangement with any lender or investor (not including Royal Ahold or any
subsidiary), or to which any such lender or investor is a party, that provides
for Royal Ahold or any subsidiary to lease for a period, including renewals, in
excess of three years, any property if Royal Ahold or any such subsidiary has
sold or will sell or transfer the property more than 270 days after the
acquisition of the property or after the completion of construction and
commencement of full operation of the property to such lender or investor or to
any person to whom funds have been or are to be advanced by such lender or
investor on the security of such property (herein referred to as a "sale and
leaseback transaction") unless either:
(1) Royal Ahold or such subsidiary could create debt secured by a mortgage
on the property in an amount equal to the attributable debt with
respect to the sale and leaseback transaction without equally and
ratably securing the senior debt securities of all series pursuant to
the provisions of the covenant limiting liens described above; or
(2) Royal Ahold, within 180 days after it or such subsidiary sells or
transfers the property, applies an amount equal to the greater of (a)
the net proceeds of the sale of the property; and (b) the fair market
value of the property at the time of entering into such arrangement
(as determined by Royal Ahold) to: (x) the purchase of property,
facilities or equipment (other than the property, facilities or
equipment involved in the sale) having a value at least equal to the
net proceeds of the sale; or (y) the retirement of funded debt of
Royal Ahold or any subsidiary (other than as a result of payment at
maturity or pursuant to any mandatory sinking fund payment or any
mandatory prepayment provision).
The amount required to be applied to the retirement of funded debt of
Royal Ahold or any subsidiary pursuant to clause (y) above will be
reduced by:
(a) the principal amount of any senior debt securities of any series
(or, if the senior debt securities of any series are original
issue discount securities or provide that an amount other than
the face amount thereof will or may be payable upon the maturity
thereof or a declaration of acceleration of the maturity thereof,
such portion of the principal amount or other amount as may be
due and payable thereon pursuant to a declaration in accordance
with Section 4.1 of the indenture) delivered within 180 days
after such sale or transfer to the trustee for retirement and
cancellation; and
(b) the principal amount of funded debt, other than the debt
securities of any series, voluntarily retired by Royal Ahold or
any subsidiary within 180 days after such sale or transfer.
Certain Covenants Applicable to Subordinated Debt Securities
Certain Definitions Applicable to Covenants
The term "public debt" means any loan, debt, guarantee or other obligation
of Royal Ahold represented by or securing bonds, notes, debentures or other
publicly issued debt securities which are, or are capable of being, traded or
listed on any stock exchange or other organized financial market.
The term "private debt" means loans, debts, guarantees and/or other
obligations of Royal Ahold in excess of 30% of the total consolidated fixed
assets of Royal Ahold and its subsidiaries, that are not public debt.
Limitation on Liens
Neither Royal Ahold nor any of its subsidiaries may secure any public debt
or private debt, then or thereafter existing, by any lien, pledge or other
charge upon any of its present or future assets or revenues. The above
restriction will not apply to:
(1) any security arising solely by mandatory operation of law;
(2) any security over assets existing at the time of acquisition thereof;
(3) any security included within the assets of any company merged with
Royal Ahold where such security is created prior to the date of such
merger;
(4) any security over assets pursuant to the general terms and conditions
of a bank (for example, in the form prepared by the Dutch Bankers
Association (Algemene Bankvoorwaarden)), if and insofar as applicable;
(5) any guarantee issued by Royal Ahold or any of its subsidiaries in the
ordinary course of its business; and
(6) any security upon any "margin stock," as such term is defined in
Regulation U of the Board of Governors of the Federal Reserve System
of the United States (or any successor) as in effect from time to
time.
Any guarantee issued by Royal Ahold or any of its subsidiaries other than
in the ordinary course of its business will only be secured after the trustee
for the subordinated debt securities has given its written consent to the
guarantee.
Events of Default, Waiver and Notice under the Senior Debt Securities
An event of default with respect to any series of senior debt securities
means any of the following:
(1) default in the payment of any installment of interest or any
additional amounts on the senior debt securities of such series and
the continuance of such default for 30 days;
(2) default in the payment of the principal of or any premium on any of
the senior debt securities of such series when due, whether at
maturity, upon redemption, by declaration or otherwise;
(3) default in the payment of any sinking fund installment on the senior
debt securities of such series;
(4) Royal Ahold defaults in the performance of any other covenant or
agreement contained in the indenture for the benefit of such series
and the continuance of such default for 90 days after Royal Ahold is
given a written notice as provided in the indenture;
(5) Royal Ahold or any subsidiary of Royal Ahold:
(a) defaults in the payment of the principal or any interest on any
note, bond, coupon or other instrument evidencing indebtedness
for money borrowed in a total principal amount of $50,000,000 or
more, other than the senior debt securities of such series,
issued, assumed or guaranteed by it, when and as the same shall
become due and payable, if such default shall continue for more
than any period of grace originally applicable thereto and the
time for payment of such amount has not been effectively
extended, or
(b) defaults in the observance of any other terms and conditions
relating to any such indebtedness for money borrowed, if the
effect of such default is to cause such indebtedness to become
due prior to its stated maturity; or
(6) certain events of bankruptcy, liquidation, insolvency or moratorium of
payments relating to Royal Ahold.
The trustee must, within 90 days after the occurrence of a default, give
all holders of senior debt securities of the relevant series then outstanding
notice of all uncured defaults known to it. The trustee may withhold notice of
any default (except in the case of a default in the payment of principal or any
premium or interest on any senior debt security of any series, or in the payment
of any sinking fund installment with respect to senior debt securities of any
series) if it in good faith determines that the withholding of the notice is in
the interest of the holders of outstanding senior debt securities of such
series.
If an event of default with respect to senior debt securities of any series
at the time outstanding shall occur and be continuing, either the trustee or the
holders of at least 25% in aggregate principal amount (calculated as provided in
the indenture) of the senior debt securities of such series then outstanding may
declare the principal (or, in the case of original issue discount senior debt
securities, the portion thereof as may be specified in the prospectus supplement
relating to such series) of the senior debt securities of such series and any
interest accrued thereon to be due and payable immediately. If this happens,
subject to the requirement that Royal Ahold take certain actions to cure the
default, the holders of a majority in aggregate principal amount of the
outstanding senior debt securities of such series may annul such declaration.
Prior to the declaration referred to in the preceding paragraph, the
holders of a majority in aggregate principal amount of the senior debt
securities may waive certain defaults.
The Trust Indenture Act requires that Royal Ahold file with the trustee
annually a written statement as to the presence or absence of certain defaults
under the terms of the indenture.
If a default or an event of default occurs and is continuing with respect
to any series of senior debt securities, the holders of not less than a majority
in aggregate principal amount (calculated as provided in the indenture) of the
senior debt securities of such affected series then outstanding (with each such
series voting separately as a class) may direct the time, method and place of
conducting any proceeding or remedy available to the trustee, or exercising any
trust or power conferred on the trustee by the indenture with respect to senior
debt securities of the series.
The trustee will be under no obligation to exercise any of its rights or
powers under the indenture at the direction of the holders of senior debt
securities issued thereunder unless the holders offer to the trustee reasonable
security or indemnity against expenses and liabilities.
Events of Default, Waiver and Notice under the Subordinated Debt Securities
An event of default with respect to any series of subordinated debt
securities issued on or after November 30, 2000 means any of the following:
(1) default in the payment of any installment of interest or any
additional amounts on the subordinated debt securities of such series
and the continuance of such default for 30 days;
(2) default in the payment of the principal of any premium on any of the
subordinated debt securities of such series when due, whether at
maturity, upon redemption, by declaration or otherwise and the
continuance of such default for 14 days;
(3) default in the payment of any sinking fund installment on the
subordinated debt securities of such series and the continuance of
such default for 14 days;
(4) Royal Ahold defaults in the performance of any other covenant or
agreement contained in the indenture for the benefit of such series
and, if such default is capable of being remedied, the continuance of
such default for 90 days after Royal Ahold is given written notice as
provided in the indenture;
(5) (a) Royal Ahold or any of its major subsidiaries (as defined below)
defaults in the payment of the principal of or interest on any
other obligation in respect of borrowed moneys (as defined below)
of, assumed or guaranteed by Royal Ahold or any of its major
subsidiaries when and as the same shall become due and payable,
if such default continues for more than any applicable period of
grace, and the time for payment of such principal or interest has
not been effectively extended; or
(b) any obligation in respect of borrowed moneys of, assumed or
guaranteed by Royal Ahold or any of its major subsidiaries shall
have become repayable before the due date thereof as a result of
acceleration of maturity by reason of the occurrence of any event
of default thereunder.
However, if such obligation in respect of borrowed moneys is held by
any holder of subordinated debt securities (or any affiliate thereof)
and was declared to be due and payable, or became capable of being
declared due and payable prior to its stated date of payment in
circumstances which would not have occurred but for a default by Royal
Ahold or any of its subsidiaries in complying with a restriction
contained in the documentation governing such obligation in respect of
borrowed moneys on the ability of Royal Ahold or such subsidiary to
sell, pledge or otherwise dispose of margin stock, then neither such
declaration (or any failure to pay based on any such declaration) or
such becoming capable of being declared due and payable shall
constitute an event of default; or
(6) certain events of bankruptcy, liquidation, insolvency or moratorium of
payments relating to Royal Ahold.
The term "major subsidiaries" means any entity that Royal Ahold directly or
indirectly controls and that has total assets in excess of 10% of Royal Ahold's
consolidated assets.
The term "borrowed moneys" means any indebtedness for borrowed money with
an original maturity of 12 months or more, the aggregate principal amount of
which is greater than $100,000,000 or the equivalent thereof in any other
currency or currencies.
The trustee must, within 90 days after the occurrence of a default, give
all holders of subordinated debt securities of the relevant series then
outstanding notice of all uncured defaults known to it. The trustee may withhold
notice of any default (except in the case of a default in the payment of
principal and any premium or any interest on any subordinated debt security of
any series, or in the payment of any sinking fund installment with respect to
subordinated debt securities of any series) if it in good faith determines that
the withholding of the notice is in the interest of the holders of outstanding
subordinated debt securities of the series.
If an event of default with respect to subordinated debt securities of any
series issued thereunder at the time outstanding occurs and is continuing,
either the trustee or the holders of at least 25% in aggregate principal amount
(calculated as provided in the indenture) of the subordinated debt securities of
such series then outstanding may declare the principal (or, in the case of
original issue discount debt securities, the portion thereof as may be specified
in the prospectus supplement relating to such series) of the subordinated debt
securities of such series and any interest accrued thereon to be due and payable
immediately. If this happens, subject to the requirement that Royal Ahold take
certain action to cure the default, the holders of at least a majority in
aggregate principal amount of the subordinated debt securities of such series
then outstanding may annul such declaration.
Prior to the declaration referred to in the preceding paragraph, the
holders of a majority in aggregate principal amount of the subordinated debt
securities may waive certain defaults.
The Trust Indenture Act requires that Royal Ahold file with the trustee
annually a written statement as to the presence or absence of certain defaults
under the terms of the indenture.
If a default or an event of default occurs and is continuing with respect
to any series of subordinated debt securities, the holders of at least a
majority in aggregate principal amount (calculated as provided in the indenture)
of the subordinated debt securities of the affected series then outstanding
(with each such series voting separately as a class) may direct the time, method
and place of conducting any proceeding or remedy available to the trustee, or
exercising any trust or power conferred on the trustee by the indenture with
respect to subordinated debt securities of the series.
The trustee will be under no obligation to exercise any of its rights or
powers under the indenture at the direction of the holders of subordinated debt
securities issued thereunder unless the holders offer to the trustee reasonable
security or indemnity against expenses and liabilities.
Subordination of Subordinated Debt Securities
The indebtedness represented by the subordinated debt securities will be
unsecured and subordinated in right of payment to the prior payment in full of
all senior indebtedness of Royal Ahold.
The term "senior indebtedness" means the principal of and any premium and
interest on any indebtedness of Royal Ahold outstanding on the date of the
relevant indenture or to be issued by Royal Ahold after the date of the relevant
indenture unless by the terms of the instrument creating or evidencing such
indebtedness it is not senior in right of payment to the subordinated debt
securities. However, "senior indebtedness" shall not include:
(1) Royal Ahold's outstanding 5.875% Subordinated Bonds 1997 due December
19, 2005;
(2) Royal Ahold's outstanding 6-3/4% Subordinated Bonds due August 24,
2003;
(3) Royal Ahold's outstanding 3% Convertible Subordinated Notes due
September 30, 2003;
(4) Royal Ahold's outstanding 4% Convertible Subordinated Notes due May
19, 2005; and
(5) any subordinated loans of Royal Ahold issued after the date of the
subordinated debt indenture.
The term "indebtedness" means all indebtedness for money that is created,
assumed, incurred or guaranteed in any manner by Royal Ahold or for which Royal
Ahold is otherwise responsible or liable.
In the event that Royal Ahold pays or distributes assets of Royal Ahold of
any kind or character, whether in cash, property or securities, to creditors
upon any dissolution and liquidation (ontbinding en vereffening) of Royal Ahold,
whether voluntary or involuntary, or in any bankruptcy proceedings
(faillissement), moratorium of payments (surseance van betaling) or in other
similar proceedings affecting Royal Ahold, then Royal Ahold will pay in full all
amounts due or to become due upon all senior indebtedness or will provide for
the payment thereof to the satisfaction of the holders of the senior
indebtedness, before it makes any payment or distribution on account of the
redemption price or principal of, any premium, any additional amounts or any
interest on the subordinated debt securities.
As a result of this subordination, in the event of the dissolution,
liquidation (ontbinding en vereffening) or bankruptcy (faillissement) of Royal
Ahold or moratorium of payments (surseance van betaling) by Royal Ahold or any
similar event, creditors of Royal Ahold who are holders of senior indebtedness
may recover more, ratably, than the holders of the subordinated debt securities.
Defeasance
Defeasance and Discharge
Each of the indentures provides that Royal Ahold may be discharged from any
obligations in respect of the debt securities of any series (except for certain
obligations to register the transfer or exchange of debt securities of such
series, to replace stolen, lost or mutilated debt securities of such series, to
maintain paying agencies and to hold monies for payment in trust). Royal Ahold
will be so discharged upon the deposit with the applicable trustee, in trust, of
money and/or U.S. government obligations (as defined in the applicable
indenture) which through the payment of interest and principal in respect
thereof in accordance with their terms will provide money in an amount
sufficient to pay the principal of and each installment of interest on the debt
securities of such series on the stated maturity of such payments in accordance
with the terms of such indenture and the debt securities of such series. This
trust may only be established if, among other things, Royal Ahold delivers to
the trustee an opinion of counsel (who may be counsel to Royal Ahold) stating
that either (1) Royal Ahold has received from, or there has been published by,
the U.S. Internal Revenue Service a ruling or (2) since the date of the
applicable indenture there has been a change in the applicable U.S. federal
income tax law, in either case to the effect that holders of the debt securities
of such series will not recognize income, gain or loss for U.S. federal income
tax purposes as a result of such defeasance and will be subject to U.S. federal
income tax on the same amount and in the same manner and at the same times as
would have been the case if such defeasance had not occurred.
Defeasance of Certain Covenants and Certain Events of Default
Each of the indentures provides that Royal Ahold may omit to comply with
(1) the covenants regarding limitations on sale and leaseback transactions and
limitations on liens described above and (2) the other covenants referred to in
Section 4.1(d) of such indenture (described in clause (4) under the captions
"--Events of Default, Waiver and Notice under the Senior Debt Securities" and
"--Events of Default, Waiver and Notice under the Subordinated Debt Securities"
above). Any omission to comply with those covenants will not constitute an event
of default under an indenture and the debt securities of a series issued
thereunder if certain conditions are met and Royal Ahold, among other things:
o deposits with the applicable trustee, in trust, money and/or U.S.
government obligations which through the payment of interest and
principal in respect thereof in accordance with their terms will
provide money in an amount sufficient to pay the principal of and each
installment of interest on the debt securities of such series on the
stated maturity of such payments in accordance with the terms of such
indenture and the debt securities of such series; and
o delivers to the trustee an opinion of counsel stating that the holders
of the debt securities of such series will not recognize income, gain
or loss for U.S. federal income tax purposes as a result of such
defeasance of certain covenants and events of default and will be
subject to U.S. federal income tax on the same amounts and in the same
manner and at the same times as would have been the case if such
deposit and defeasance had not occurred.
Notwithstanding compliance with the foregoing requirements, the obligations
of Royal Ahold under such indenture and the parent debt securities of such
series, other than with respect to the covenants referred to above, and the
events of default, other than the events of default relating to these covenants,
will remain in full force and effect.
In the event Royal Ahold exercises its option to omit compliance with
certain covenants of one of the indentures with respect to the debt securities
of a series issued thereunder as described in the preceding paragraph and the
debt securities of such series are declared due and payable because of the
occurrence of any event of default other than an event of default described in
clause (4) under the captions "--Events of Default, Waiver and Notice under the
Senior Debt Securities" or "--Events of Default, Waiver and Notice under the
Subordinated Debt Securities" above, as the case may be, the amount of money and
U.S. government obligations on deposit with the trustee will be sufficient to
pay amounts due on the debt securities of such series at the time of their
stated maturity but may not be sufficient to pay amounts due on the debt
securities of such series at the time of the acceleration resulting from such
event of default.
Modification of the Indentures
Each indenture contains provisions permitting Royal Ahold and the trustee
thereunder, with the consent of the holders of at least a majority in total
principal amount (calculated as provided in the indentures) of the outstanding
debt securities of all series issued thereunder affected by such modification
(all such series voting as a single class), to modify such indenture or any
supplemental indenture or the rights of the holders of the debt securities
issued thereunder. However, Royal Ahold and the trustee cannot, without the
consent of the holder of each debt security so affected:
(1) extend the fixed maturity of the debt security;
(2) reduce the principal or premium amount thereof or reduce the rate or
extend the time of any payment of interest thereon or reduce any
additional amount payable thereon;
(3) make the principal amount thereof or any interest or premium thereon
payable in any coin or currency other than that provided in such debt
security;
(4) reduce the portion of the principal amount of an original issue
discount debt security (or a debt security that provides that an
amount other than the face amount thereof will or may be payable upon
a declaration of acceleration of the maturity thereof) due and payable
upon acceleration of the maturity thereof or the portion of the
principal amount thereof provable in any action or proceeding pursuant
to Section 4.2 of such indenture;
(5) reduce any amount payable upon redemption of such debt security;
(6) reduce the overdue rate thereof;
(7) impair, if such debt security provides therefor, any right of
repayment at the option of the holder of such debt security;
(8) alter adversely or eliminate any right of conversion of such debt
security; or
(9) reduce the percentage of the debt securities the consent of the
holders of which is required for any such modification.
The indenture relating to subordinated debt securities also provides that
Royal Ahold and the applicable trustee cannot enter into any supplemental
indenture if it would modify the terms providing for subordination of the
subordinated debt securities.
Each of the indentures also permits Royal Ahold and the trustee to amend
such indenture in certain circumstances without the consent of the holders of
any debt securities issued thereunder to evidence the merger of Royal Ahold or
the replacement of the trustee and for certain other purposes.
Consolidation, Merger or Disposition of Assets of Royal Ahold
Each of the indentures provides that Royal Ahold may consolidate or merge
with any other entity or sell, convey or lease all or substantially all of its
property if, upon any such consolidation or merger:
(1) the entity (if other than Royal Ahold) formed by such consolidation or
merger expressly assumes, by supplemental indenture satisfactory in
form to the trustee under the applicable indenture, the due and
punctual payment of principal of and any interest on the debt
securities issued pursuant to such indenture, and the due and punctual
observance of all of the covenants and conditions of such indenture to
be performed by Royal Ahold; and
(2) Royal Ahold and any successor entity resulting from such consolidation
or merger, immediately after such consolidation or merger, or sale,
conveyance or lease, is not in default in the performance of any
covenant or condition of such indenture.
Concerning the Trustees
Except during the continuance of an event of default, each of the trustees
will perform only those duties that are specifically set forth in the relevant
indenture. During the continuance of any event of default under an indenture,
the trustee thereunder will exercise its rights and powers under the indenture,
and use the same degree of care and skill in their exercise, as a prudent man
would exercise or use his rights under the circumstances in the conduct of his
own affairs.
Each of the trustees may acquire and hold debt securities and, subject to
certain conditions, otherwise deal with Royal Ahold as if it were not a trustee
under an indenture.
Royal Ahold and certain of its subsidiaries currently conduct banking
transactions with the trustees in the ordinary course of Royal Ahold's and such
subsidiaries' business.
DESCRIPTION OF GUARANTEED DEBT SECURITIES OF AHOLD FINANCE U.S.A., INC.
AND GUARANTEES OF ROYAL AHOLD
The following is a summary of material provisions of the debt securities of
Ahold Finance that will be issued under an indenture among Ahold Finance, as
issuer, Royal Ahold, as guarantor, and The Chase Manhattan Bank, as trustee, and
an indenture among Ahold Finance, as issuer, Royal Ahold, as guarantor, and The
Bank of New York, as trustee. This summary does not include all of the
provisions of the indentures. We urge you to read the indentures because they
define your rights. The terms of the debt securities of Ahold Finance include
those stated in the indentures and those made part of the indentures by
reference to the Trust Indenture Act of 1939. Royal Ahold and Ahold Finance have
filed forms of the indentures as exhibits to the registration statement of which
this prospectus is a part. Provisions of or terms defined in the indentures
referred to in the summary below are incorporated into this summary by such
reference.
General
Ahold Finance may offer the following debt securities through this
prospectus:
o senior debt securities guaranteed by Royal Ahold (the "guaranteed
senior debt securities "); and
o subordinated debt securities guaranteed by Royal Ahold (the
"guaranteed subordinated debt securities ").
Any guaranteed senior debt securities of Ahold Finance will be issued under
an indenture among Ahold Finance, Royal Ahold and The Chase Manhattan Bank, as
trustee. Any guaranteed subordinated debt securities of Ahold Finance will be
issued under an indenture among Ahold Finance, Royal Ahold and The Bank of New
York, as trustee. All references in this summary to guaranteed debt securities
are references to the guaranteed senior debt securities and guaranteed
subordinated debt securities of Ahold Finance.
The total principal amount of guaranteed debt securities that can be issued
under the indentures is unlimited. Except as otherwise provided in the
prospectus supplement relating to a particular series of guaranteed debt
securities, the indentures do not limit the amount of other debt, secured or
unsecured, that may be issued by Ahold Finance. Ahold Finance may issue the
guaranteed debt securities in one or more series.
The indentures provide for the guaranteed debt securities to be issued in
registered form. However, Ahold Finance, Royal Ahold and the trustees may enter
into supplemental indentures for the purpose of providing for the issuance of
guaranteed debt securities in bearer form.
Please refer to the prospectus supplement relating to the particular series
of guaranteed debt securities offered through this prospectus for the following
terms, where applicable, of the guaranteed debt securities:
o the designation, aggregate principal amount and authorized
denominations of the guaranteed debt securities;
o the percentage of principal amount at which the guaranteed debt
securities will be issued;
o the currency or currencies, composite currency or currency units in
which the principal of and any interest on the guaranteed debt
securities will be payable;
o the date or dates on which the guaranteed debt securities will mature;
o the rate or rates at which the guaranteed debt securities will bear
any interest or the method by which such rate will be determined;
o the dates on which and places at which any interest will be payable;
o whether the guaranteed debt securities are guaranteed senior debt
securities or guaranteed subordinated debt securities;
o the terms of any mandatory or optional repayment or redemption;
o if the guaranteed debt securities are convertible into common shares
of Royal Ahold, the terms and conditions upon which conversion will be
effected, including the conversion price, the conversion period and
whether conversion is mandatory, at the option of the holder or at the
option of Ahold Finance;
o any index used to determine the amount of payments of principal or any
interest on the guaranteed debt securities;
o whether the guaranteed debt securities will be issued as discounted
guaranteed debt securities;
o whether Royal Ahold will be obligated to pay any additional amounts in
the event that any Dutch taxes or certain other charges are imposed on
payments under the guarantee by Royal Ahold of the guaranteed debt
securities as provided below under "--Payments of Additional Amounts";
o whether Ahold Finance may redeem the guaranteed debt securities before
their maturity as a result of any amendment or change in Dutch taxes
as provided below under "--Tax Redemption"; and
o any other terms of the guaranteed debt securities.
Each of the indentures provides that guaranteed debt securities of a single
series may be issued at various times, with different maturity dates and
redemption and repayment provisions, if any, and may bear interest at different
rates. If interest is payable on the guaranteed debt securities, the persons to
which and the manner in which it will be paid will be set forth in the
prospectus supplement relating to the guaranteed debt securities. Unless
otherwise indicated in the applicable prospectus supplement, the guaranteed debt
securities will not be listed on any securities exchange.
The guaranteed senior debt securities will be unsecured, unsubordinated
indebtedness of Ahold Finance and will rank equally with all other unsecured and
unsubordinated indebtedness of Ahold Finance. The guaranteed senior debt
securities will rank equally without any preference among themselves and with
all other present and future unsecured, unsubordinated obligations of Ahold
Finance, except as required by law. The guaranteed subordinated debt securities
will be unsecured indebtedness of Ahold Finance and, as set forth below under
"--Subordination of Guaranteed Subordinated Debt Securities and Related
Guarantees," will be subordinated in right of payment to all senior indebtedness
(as defined below) of Ahold Finance. The guaranteed subordinated debt securities
will rank equally without any preference among themselves and with all other
present and future unsecured and equally subordinated obligations of Ahold
Finance, except as required by law.
The guarantee of the guaranteed senior debt securities will constitute an
unsecured, unsubordinated obligation of Royal Ahold and will rank equally with
all other unsecured and unsubordinated obligations of Royal Ahold. The guarantee
of the guaranteed subordinated debt securities will constitute an unsecured
obligation of Royal Ahold and, as set forth below under "--Subordination of
Guaranteed Subordinated Debt Securities and Related Guarantees," will be
subordinated in right of payment to all senior indebtedness of Royal Ahold.
Some of the guaranteed debt securities may be sold at a substantial
discount below their stated principal amount. These debt securities will either
bear no interest or will bear interest at a rate which at the time of issuance
is below market rates. U.S. federal income tax consequences and other special
considerations applicable to the discounted guaranteed debt securities will be
described in the prospectus supplement relating to these guaranteed debt
securities.
Unless the prospectus supplement for a particular series of guaranteed debt
securities provides that the debt securities of that series may be redeemed at
the option of the holder, the indentures and the guaranteed debt securities
would not provide for redemption at the option of a holder nor necessarily
afford holders protection in the event of a highly leveraged or other
transaction that may adversely affect holders.
Governing Law
The guaranteed senior debt securities, the guarantees relating thereto and
the indenture under which they will be issued are governed by the laws of the
State of New York. The guaranteed subordinated debt securities, the guarantees
relating thereto and the indenture under which they will be issued are governed
by the laws of the State of New York, except for the provisions relating to the
subordination of the guarantees of the guaranteed subordinated debt securities,
which are governed by the laws of the Netherlands. The laws of the State of New
York would not require the trustee to pursue or exhaust its legal and equitable
remedies against Ahold Finance prior to exercising its rights under the
guarantee relating to the guaranteed debt securities. We cannot assure you that
a Dutch court would give effect to this provision. However, Royal Ahold has
waived any right to require a proceeding against Ahold Finance before its
obligations under the guarantees shall become effective.
Guarantees of Royal Ahold
Royal Ahold will unconditionally guarantee on an unsubordinated basis (1)
the due and punctual payment of the principal of, any premium and any interest
on the guaranteed senior debt securities, when and as these payments become due
and payable, whether at maturity, upon redemption or declaration of
acceleration, or otherwise, and (2) the conversion of the guaranteed senior debt
securities that are convertible into shares of Royal Ahold, in accordance with
the terms of the indenture relating to such securities. The guarantees of the
guaranteed senior debt securities will rank equally in rights of payment with
all other unsecured and unsubordinated indebtedness of Royal Ahold.
Royal Ahold will unconditionally guarantee on a subordinated basis (1) the
due and punctual payment of the principal of, any premium and any interest on
the guaranteed subordinated debt securities, when and as these payments become
due and payable, whether at maturity, upon redemption or declaration of
acceleration, or otherwise, and (2) the conversion of guaranteed subordinated
debt securities that are convertible into shares of Royal Ahold, in accordance
with the terms of the indenture relating to such securities. The guarantees of
the guaranteed subordinated debt securities will be subordinated as described
below under "--Subordination of Guaranteed Subordinated Debt Securities and
Related Guarantees."
Royal Ahold has (1) agreed that its obligations under the guarantees of the
guaranteed debt securities will be as principal obligor and not merely as
surety, and will be enforceable irrespective of any invalidity, irregularity or
unenforceability of the guaranteed debt securities or the indenture and (2)
waived any right to require a proceeding against Ahold Finance before its
obligations under the guarantees shall become effective.
Royal Ahold may, subject to certain conditions, assume payment of the
principal of, any premium and any interest on the guaranteed debt securities and
the performance of Ahold Finance under every covenant of the indentures and the
guaranteed debt securities without the consent of the holders of the guaranteed
debt securities.
Global Securities
The guaranteed debt securities of a series may be issued in the form of one
or more global certificates that will be deposited with a depositary identified
in a prospectus supplement. Unless a global certificate is exchanged in whole or
in part for debt securities in definitive form, a global certificate may
generally be transferred only as a whole and only to the depositary or to a
nominee of the depositary or to a successor depositary or its nominee.
Unless otherwise indicated in any prospectus supplement, DTC will act as
depositary. Beneficial interests in global certificates will be shown on records
maintained by DTC and its participants, and transfers of global certificates
will be effected only through these records.
DTC has provided us the following information, and we take no
responsibility for its accuracy. DTC is a limited purpose trust company
organized under the New York Banking Law, a "banking organization" within the
meaning of the New York Banking Law, a member of the United States Federal
Reserve System, a "clearing corporation" within the meaning of the New York
Uniform Commercial Code and a "clearing agency" registered pursuant to the
provisions of Section 17A of the Exchange Act. DTC holds securities that its
participants deposit with DTC. DTC also facilitates the clearance and recording
of the settlement among its participants of securities transactions, such as
transfers and pledges, in deposited securities through computerized records for
participants' accounts. This eliminates the need for physical exchange of
certificates. Direct participants include securities brokers and dealers, banks,
trust companies, clearing corporations and certain other organizations. Other
organizations such as securities brokers and dealers, banks and trust companies
that work through a participant, either directly or indirectly, use DTC's
book-entry system. The rules that apply to DTC and its participants are on file
with the SEC.
Pursuant to DTC's procedures, upon the sale of guaranteed debt securities
represented by a global certificate to underwriters, DTC will credit the
accounts of the participants designated by the underwriters with the principal
amount of the guaranteed debt securities purchased by the underwriters.
Ownership of beneficial interests in a global certificate will be shown on DTC's
records (with respect to participants), by the participants (with respect to
indirect participants and certain beneficial owners) and by the indirect
participants (with respect to all other beneficial owners). The laws of some
states require that certain persons take physical delivery in definitive form of
the securities that they own. Consequently, the ability to transfer beneficial
interests in a global certificate may be limited.
Ahold Finance will wire to DTC's nominee principal and interest payments
with respect to global certificates. Ahold Finance and the trustees under the
indentures will treat DTC's nominee as the owner of the global certificates for
all purposes. Accordingly, Ahold Finance, the trustees and the paying agents
will have no direct responsibility or liability to pay amounts due on the global
certificates to owners of beneficial interests in the global certificates.
It is DTC's current practice, upon receipt of any payment of principal or
interest, to credit participants' accounts on the payment date according to
their beneficial interests in the global certificates as shown on DTC's records.
Payments by participants to owners of beneficial interests in the global
certificates will be governed by standing instructions and customary practices
between the participants and the owners of beneficial interests in the global
certificates, as is the case with securities held for the account of customers
registered in "street name." However, payments will be the responsibility of the
participants and not of DTC, the trustees, Ahold Finance or Royal Ahold.
Guaranteed debt securities of any series represented by a global
certificate will be exchangeable for guaranteed debt securities in definitive
form with the same terms in authorized denominations only if:
o DTC notifies Ahold Finance that it is unwilling or unable to continue
as depositary, or DTC is no longer eligible to act as depositary, and
Ahold Finance does not appoint a successor depositary within 90 days;
or
o Ahold Finance determines not to have the guaranteed debt securities of
the series represented by global certificates and notifies the
applicable trustee of its decision.
Tax Redemption
If the prospectus supplement for a particular series of guaranteed debt
securities provides, Ahold Finance may redeem that series of guaranteed debt
securities before their maturity, in whole but not in part, if, at any time
after the date of issuance of that series of guaranteed debt securities, as a
result of any:
o amendment to, or change in, the laws of the Netherlands or any
political subdivision, or
o change in the application or official interpretation of such laws or
regulations,
where such amendment or change becomes effective after the date of the issuance
of the series of guaranteed debt securities (a "tax event"), Royal Ahold
becomes, or will become, obligated to pay any additional amounts as provided
below under "--Payments of Additional Amounts" and Royal Ahold or Ahold Finance
cannot reasonably avoid such obligation.
Before Ahold Finance may redeem guaranteed debt securities of a particular
series as provided above, Ahold Finance and Royal Ahold must deliver to the
trustee at least 45 days prior to the date fixed for redemption:
o a written notice stating that the guaranteed debt securities of a
particular series are to be redeemed, specifying the redemption date
and other pertinent information; and
o an opinion of independent legal counsel to the effect that, as a
result of the circumstances described above, Royal Ahold has or will
become obligated to pay any additional amounts.
Ahold Finance will give you at least 30 days', but not more than 60 days',
notice before any redemption of a series of guaranteed debt securities. On the
redemption date, Ahold Finance will pay you the principal amount of your
guaranteed debt security, plus any accrued interest (including any additional
amounts) to the redemption date. No notice of redemption may be given earlier
than 90 days prior to the earliest date on which Royal Ahold would be obligated
to pay additional amounts were a payment on the guaranteed debt securities of
the series then due.
Payments of Additional Amounts
If the prospectus supplement for a particular series of guaranteed debt
securities provides, Royal Ahold will make all payments pursuant to the
guarantee of Royal Ahold relating to the guaranteed debt securities of that
series without withholding or deduction for any taxes or other governmental
charges in effect on the date of issuance of the guaranteed debt securities of
such series or imposed in the future by or on behalf of the Netherlands or any
authority in the Netherlands. In the event any Dutch taxes or other charges are
imposed on payments pursuant to this guarantee relating to the guaranteed debt
securities of that series held by you, Royal Ahold will pay to you such
additional amounts as may be necessary so that the net amounts receivable by you
after any payment, withholding or deduction of tax or charge will equal the
amounts of principal, any interest and any premium which would have been
receivable on the guaranteed debt securities if there were no such payment,
withholding or deduction. No additional amounts, however, will be paid to you,
or to a third party on your behalf, for any such taxes or charges that have been
imposed by reason of:
o you being a resident of the Netherlands or having some connection with
the Netherlands other than the mere holding of the guaranteed debt
security or the receipt of principal, any interest or any premium on
the guaranteed debt security;
o your presentation of the guaranteed debt security for payment more
than 30 days after the later of (1) the due date for such payment or
(2) the date Royal Ahold provides funds to make such payment to the
trustee;
o any estate, inheritance, gift, sales, transfer or personal property
tax or any similar tax or governmental charge;
o any tax or other governmental charge that is payable other than by
withholding from payments on the guaranteed debt security; or
o any combination of the foregoing events or circumstances.
Furthermore, no additional amounts will be paid with respect to any payment
made pursuant to the guarantee of Royal Ahold relating to a guaranteed debt
security to you if you are a fiduciary or partnership or other than the sole
beneficial owner of the payment if a beneficiary or settlor with respect to such
fiduciary or a member of such partnership or beneficial owner would not have
been entitled to receive the additional amounts had such beneficiary, settlor,
member or beneficial owner been the holder. Any reference herein or in the
indentures or the guaranteed debt securities to principal or interest will be
deemed also to refer to any additional amounts that may be payable as described
in this paragraph.
Certain Covenants Applicable to Guaranteed Senior Debt Securities
Certain Definitions Applicable to Covenants
The term "attributable debt" means the total net amount of rent required to
be paid by Royal Ahold or a subsidiary under any lease during the remaining term
of the lease, discounted from the due dates of the rent to the date of
determination at the rate of interest per annum implicit in the terms of the
lease (as determined by Royal Ahold or such subsidiary) compounded semiannually.
The net amount of rent required to be paid under any lease for any period is the
amount of the rent payable by the lessee with respect to such period, after
deducting amounts required to be paid for maintenance and repairs, insurance,
taxes, assessments, water rates and similar charges. In the case of any lease
which the lessee has the right to terminate upon paying a penalty, the net
amount of rent will also include the amount of the penalty, but no rent will be
considered as required to be paid under the lease subsequent to the first date
that it may be terminated by the lessee.
The term "consolidated net tangible assets" means the total amount of
assets of Royal Ahold and its subsidiaries after deducting: (1) applicable
reserves and other properly deductible items, (2) all current liabilities
(excluding (a) any liabilities that the obligor has the right to extend or renew
to a time more than 12 months after the date on which the amount of consolidated
net tangible assets is being computed and (b) current maturities of long-term
indebtedness and capital lease obligations) and (3) all goodwill, all as shown
in the most recent consolidated balance sheet of Royal Ahold and its
subsidiaries, each computed in accordance with Dutch GAAP.
The term "funded debt" means all indebtedness for money borrowed with a
maturity of more than 12 months from the date the amount of funded debt is to be
determined or having a maturity of less than 12 months but which the borrower
has the right to renew or extend beyond 12 months from such date.
The term "subsidiary" means any entity that Royal Ahold or one or more
other subsidiaries of Royal Ahold (including Ahold Finance) directly or
indirectly owns or controls at least a majority of the outstanding stock or
other ownership interests that ordinarily carry the power to vote in the
election of directors, managers or trustees of such entity or other persons
performing similar functions (whether or not stock or other ownership interests
of any other class of such entity has or might have voting power as a result of
the happening of any contingency).
Limitation on Liens
Royal Ahold will not, and will not permit any subsidiary to, incur, issue,
assume or guarantee any indebtedness for money borrowed or any other
indebtedness evidenced by notes, bonds, debentures or other similar evidences of
indebtedness for money borrowed (referred to in this summary as "debt") if such
debt is secured by pledge of, or mortgage, deed of trust or other lien on any
part of its or any such subsidiary's undertakings, assets or revenues (such
pledges, mortgages, deeds of trust and other liens being referred to in this
summary as "mortgages") without effectively providing that the guaranteed senior
debt securities of all series issued under the indenture (and if Royal Ahold so
determines, any other debt of Royal Ahold or such subsidiary then existing or
thereafter created which is not subordinated to the guaranteed senior debt
securities) will be secured equally and ratably with (or prior to) such secured
debt so long as such secured debt shall be so secured. This restriction,
however, will not apply if the aggregate principal amount of all such secured
debt which would otherwise be prohibited, plus all attributable debt of Royal
Ahold and its subsidiaries in respect of "sale and leaseback transactions" (as
defined below) which would otherwise be prohibited by the covenant limiting sale
and leaseback transactions described below, would not exceed the greater of (1)
$1,750,000,000 and (2) 15% of consolidated net tangible assets. This restriction
also will not apply to, and there will be excluded from secured debt in any
computation under this restriction, debt secured by:
(1) mortgages on property of any corporation existing at the time it
becomes a subsidiary;
(2) mortgages to secure indebtedness of any subsidiary to Royal Ahold or
to another subsidiary;
(3) mortgages for taxes, assessments or governmental charges (a) not then
delinquent or (b) the validity of which is being contested in good
faith by appropriate proceedings;
(4) materialmen's, mechanics', carriers', workmen's, repairmen's,
landlord's or other similar mortgages, or deposits to obtain the
release of such mortgages;
(5) mortgages arising under an order of attachment or distraint or similar
legal process so long as the execution or enforcement thereof is
effectively stayed and the claims secured thereby are being contested
in good faith;
(6) mortgages to secure public or statutory obligations or to secure
payment of workmen's compensation or to secure performance in
connection with tenders, leases of real property, bids or contracts or
to secure (or in lieu of) surety or appeal bonds and mortgages made in
the ordinary course of business for similar purposes;
(7) mortgages on property existing at the time of acquisition of the
property by Royal Ahold or the subsidiary or to secure the payment of
any part of the purchase price or construction or improvement cost of
the property or to secure any debt incurred before, at the time of, or
within one year after, the acquisition of the property or the
completion of any construction or the commencement of commercial
operation of the property, whichever is later, for the purpose of
financing any part of the purchase price or construction cost of the
property;
(8) mortgages to secure guarantees arising in connection with the sale,
discount, guarantee or pledge of notes, chattel mortgages, leases,
accounts receivable, trade acceptances and other paper arising, in the
ordinary course of business, out of installment or conditional sales
to or by, or transactions involving title retention with,
distributors, dealers or other customers, or merchandise, equipment or
services;
(9) mortgages existing at the date of the guaranteed senior debt
indenture; and
(10) any extension, renewal or replacement of any mortgage referred to in
the foregoing clauses (1) to (9), so long as (a) the extension,
renewal or replacement mortgage is limited to the part of the same
property that secured the mortgage extended, renewed or replaced (plus
improvements on such property) and (b) the debt secured by the
mortgage at the time is not increased.
Limitation on Sales and Leasebacks
Royal Ahold will not, and will not permit any subsidiary to, enter into any
arrangement with any lender or investor (not including Royal Ahold or any
subsidiary), or to which any such lender or investor is a party, that provides
for Royal Ahold or any subsidiary to lease for a period, including renewals, in
excess of three years, any property if Royal Ahold or any such subsidiary has
sold or will sell or transfer the property more than 270 days after the
acquisition of the property or after the completion of construction and
commencement of full operation of the property to such lender or investor or to
any person to whom funds have been or are to be advanced by such lender or
investor on the security of such property (herein referred to as a "sale and
leaseback transaction") unless either:
(1) Royal Ahold or such subsidiary could create debt secured by a mortgage
on the property in an amount equal to the attributable debt with
respect to the sale and leaseback transaction without equally and
ratably securing the guaranteed senior debt securities of all series
pursuant to the provisions of the covenant limiting liens described
above; or
(2) Royal Ahold, within 180 days after it or such subsidiary sells or
transfers the property, applies an amount equal to the greater of (a)
the net proceeds of the sale of the property; and (b) the fair market
value of the property at the time of entering into such arrangement
(as determined by Royal Ahold) to (x) the purchase of property,
facilities or equipment (other than the property, facilities or
equipment involved in the sale) having a value at least equal to the
net proceeds of the sale; or (y) the retirement of funded debt of
Royal Ahold or any subsidiary (other than as a result of payment at
maturity or pursuant to any mandatory sinking fund payment or any
mandatory prepayment provision).
The amount required to be applied to the retirement of funded debt of
Royal Ahold or any subsidiary pursuant to clause (y) above will be
reduced by:
(a) the principal amount of any guaranteed senior debt securities of
any series (or, if the guaranteed senior debt securities of any
series are original issue discount securities or provide that an
amount other than the face amount thereof will or may be payable
upon the maturity thereof or a declaration of acceleration of the
maturity thereof, such portion of the principal amount or other
amount as may be due and payable thereon pursuant to a
declaration in accordance with Section 4.1 of the indenture)
delivered within 180 days after such sale or transfer to the
trustee for retirement and cancellation; and
(b) the principal amount of funded debt, other than the guaranteed
debt securities of any series, voluntarily retired by Royal Ahold
or any subsidiary within 180 days after such sale or transfer.
Certain Covenants Applicable to Guaranteed Subordinated Debt Securities
Certain Definitions Applicable to Covenants
The term "public debt" means any loan, debt, guarantee or other obligation
of Royal Ahold represented by or securing bonds, notes, debentures or other
publicly issued debt securities which are, or are capable of being, traded or
listed on any stock exchange or other organized financial market.
The term "private debt" means loans, debts, guarantees and/or other
obligations of Royal Ahold in excess of 30% of the total consolidated fixed
assets of Royal Ahold and its subsidiaries, that are not public debt.
Limitation on Liens
Neither Royal Ahold nor any of its subsidiaries may secure any public debt
or private debt, then or thereafter existing, by any lien, pledge or other
charge upon any of its present or future assets or revenues. The above
restriction will not apply to:
(1) any security arising solely by mandatory operation of law;
(2) any security over assets existing at the time of acquisition thereof;
(3) any security included within the assets of any company merged with
Royal Ahold where such security is created prior to the date of such
merger;
(4) any security over assets pursuant to the general terms and conditions
of a bank (for example, in the form prepared by the Dutch Bankers
Association (Algemene Bankvoorwaarden)), if and insofar as applicable;
(5) any guarantee issued by Royal Ahold or any of its subsidiaries in the
ordinary course of its business; and
(6) any security upon any "margin stock," as such term is defined in
Regulation U of the Board of Governors of the Federal Reserve System
of the United States (or any successor) as in effect from time to
time.
Any guarantee issued by Royal Ahold or any of its subsidiaries other than
in the ordinary course of its business will only be secured after the trustee
for the guaranteed subordinated debt securities has given its written consent to
the guarantee.
Events of Default, Waiver and Notice under the Guaranteed Senior Debt Securities
An event of default with respect to any series of guaranteed senior debt
securities means any of the following:
(1) default in the payment of any installment of interest or any
additional amounts on the guaranteed senior debt securities of such
series and the continuance of such default for 30 days;
(2) default in the payment of the principal of or any premium on any of
the guaranteed senior debt securities of such series when due, whether
at maturity, upon redemption, by declaration or otherwise;
(3) default in the payment of any sinking fund installment on the
guaranteed senior debt securities of such series;
(4) default by Ahold Finance or Royal Ahold in the performance of any
other covenant or agreement contained in the indenture for the benefit
of such series and the continuance of such default for 90 days after
Ahold Finance and Royal Ahold are given a written notice as provided
in the indenture;
(5) Royal Ahold or Ahold Finance or any other subsidiary of Royal Ahold
shall:
(a) default in the payment of the principal or any interest on any
note, bond, coupon or other instrument evidencing indebtedness
for money borrowed in a total principal amount of $50,000,000 or
more, other than the guaranteed senior debt securities of such
series, issued, assumed or guaranteed by it, when and as the same
shall become due and payable, if such default shall continue for
more than any period of grace originally applicable thereto and
the time for payment of such amount has not been effectively
extended, or
(b) default in the observance of any other terms and conditions
relating to any such indebtedness for money borrowed, if the
effect of such default is to cause such indebtedness to become
due prior to its stated maturity; or
(6) certain events of bankruptcy, liquidation, or insolvency relating to
Ahold Finance;
(7) certain events of bankruptcy, liquidation, insolvency or moratorium of
payments relating to Royal Ahold; or
(8) the guarantee ceases to be in full force or effect (except as
contemplated by the terms thereof), or Royal Ahold denies or
disaffirms its obligations under the guarantee.
The trustee must, within 90 days after the occurrence of a default, give
all holders of guaranteed senior debt securities of the relevant series then
outstanding notice of all uncured defaults known to it. The trustee may withhold
notice of any default (except in the case of a default in the payment of
principal or any premium or interest on any guaranteed senior debt security of
any series, or in the payment of any sinking fund installment with respect to
guaranteed senior debt securities of any series), if it in good faith determines
that the withholding of the notice is in the interest of the holders of
outstanding guaranteed senior debt securities of such series.
If an event of default with respect to guaranteed senior debt securities of
any series at the time outstanding shall occur and be continuing, either the
trustee or the holders of at least 25% in aggregate principal amount of the
guaranteed senior debt securities of such series then outstanding may declare
the principal (or, in the case of original issue discount guaranteed senior debt
securities, the portion thereof as may be specified in the prospectus supplement
relating to such series) of the guaranteed senior debt securities of such series
and any interest accrued thereon to be due and payable immediately. If this
happens, subject to the requirement that Ahold Finance or Royal Ahold take
certain actions to cure the default, the holders of a majority in aggregate
principal amount of the outstanding guaranteed senior debt securities of such
series may annul the declaration with respect to the particular series.
Prior to the declaration referred to in the preceding paragraph, the
holders of at least a majority in aggregate principal amount of the guaranteed
senior debt securities of such series may waive certain defaults.
The Trust Indenture Act requires that each of Ahold Finance and Royal Ahold
file with the trustee annually a written statement as to the presence or absence
of certain defaults under the terms of the indenture.
If a default or an event of default occurs and is continuing with respect
to any series of guaranteed senior debt securities, the holders of not less than
a majority in aggregate principal amount (calculated as provided in the
indenture) of the guaranteed senior debt securities of such affected series then
outstanding (with each such series voting separately as a class) may direct the
time, method and place of conducting any proceeding or remedy available to the
trustee, or exercising any trust or power conferred on the trustee by the
indenture with respect to guaranteed senior debt securities of the series.
The trustee will be under no obligation to exercise any of its rights or
powers under the indenture at the direction of the holders of guaranteed senior
debt securities issued thereunder unless the holders offer to the trustee
reasonable security or indemnity against expenses and liabilities.
Events of Default, Waiver and Notice under the Guaranteed
Subordinated Debt Securities
An event of default with respect to any series of guaranteed subordinated
debt securities means any of the following:
(1) default in the payment of any installment of interest or any
additional amounts on the guaranteed subordinated debt securities of
such series and the continuance of such default for 30 days;
(2) default in the payment of the principal of or any premium on any of
the guaranteed subordinated debt securities of such series when due,
whether at maturity, upon redemption, by declaration or otherwise and
the continuance of such default for 14 days;
(3) default in the payment of any sinking fund installment on the
guaranteed subordinated debt securities of such series and the
continuance of such default for 14 days;
(4) Ahold Finance or Royal Ahold defaults in the performance of any other
covenant or agreement contained in the indenture for the benefit of
such series and, if such default is capable of being remedied, the
continuance of such default for 90 days after Ahold Finance and Royal
Ahold are given written notice as provided in the indenture;
(5) (a) Ahold Finance or Royal Ahold or any of their major subsidiaries
(as defined below) defaults in the payment of the principal of or
interest on any other obligation in respect of borrowed moneys
(as defined below) of, assumed or guaranteed by, Ahold Finance or
Royal Ahold or one of their major subsidiaries, as the case may
be, when and as the same shall become due and payable, if such
default continues for more than any applicable period of grace
and the time for payment of such principal or interest has not
been effectively extended; or
(b) any obligation in respect of borrowed moneys of, assumed or
guaranteed by Ahold Finance or Royal Ahold or any of their major
subsidiaries shall have become repayable before the due date
thereof as a result of acceleration of maturity by reason of the
occurrence of any event of default thereunder.
However, if such obligation in respect of borrowed moneys is held by
any holder of guaranteed subordinated debt securities (or any
affiliate thereof) and was declared to be due and payable, or became
capable of being declared due and payable prior to its stated date of
payment in circumstances which would not have occurred but for a
default by Ahold Finance or Royal Ahold or any of their subsidiaries
in complying with a restriction contained in the documentation
governing such obligation in respect of borrowed moneys on the ability
of Ahold Finance or Royal Ahold or such subsidiary to sell, pledge or
otherwise dispose of margin stock, then neither such declaration (or
any failure to pay based on any such declaration) or such becoming
capable of being declared due and payable shall constitute an event of
default; or
(6) certain events of bankruptcy or insolvency relating to Ahold Finance;
(7) certain events of bankruptcy, liquidation, insolvency or moratorium of
payments relating to Royal Ahold; or
(8) the guarantee ceases to be in full force or effect (except as
contemplated by the terms thereof), or Royal Ahold denies or
disaffirms its obligations under the guarantee.
The term "major subsidiaries" means any entity that Ahold Finance or Royal
Ahold, as applicable, directly or indirectly controls and that has total assets
in excess of 10% of the consolidated assets of Ahold Finance or Royal Ahold, as
applicable.
The term "borrowed moneys" means any indebtedness for borrowed money with
an original maturity of 12 months or more, the aggregate principal amount of
which is greater than $100,000,000 or the equivalent thereof in any other
currency or currencies.
The trustee must, within 90 days after the occurrence of a default, give
all holders of guaranteed subordinated debt securities of the relevant series
then outstanding notice of all uncured defaults known to it. The trustee may
withhold notice of any default (except in the case of a default in the payment
of principal and any premium or any interest on any guaranteed subordinated debt
security of any series, or in the payment of any sinking fund installment with
respect to guaranteed subordinated debt securities of any series), if it in good
faith determines that the withholding of the notice is in the interest of the
holders of outstanding guaranteed subordinated debt securities of the series.
If an event of default with respect to guaranteed subordinated debt
securities of any series issued thereunder at the time outstanding occurs and is
continuing, either the trustee or the holders of at least 25% in aggregate
principal amount (calculated as provided in the indenture) of the guaranteed
subordinated debt securities of such series then outstanding may declare the
principal (or, in the case of original issue discount guaranteed debt
securities, the portion thereof as may be specified in the prospectus supplement
relating to such series) of the guaranteed subordinated debt securities of such
series and any interest accrued thereon to be due and payable immediately. If
this happens, subject to the requirement that Ahold Finance or Royal Ahold take
certain actions to cure the default, the holders of a majority in aggregate
principal amount of the outstanding guaranteed subordinated debt securities of
such series may annul the declaration with respect to the particular series.
Prior to the declaration referred to in the preceding paragraph, the
holders of at least a majority in aggregate principal amount of the guaranteed
subordinated debt securities of such series may waive certain defaults.
The Trust Indenture Act requires that Ahold Finance and Royal Ahold file
with the trustee annually a written statement as to the presence or absence of
certain defaults under the terms of the indenture.
If a default or an event of default occurs and is continuing with respect
to any series of guaranteed subordinated debt securities, the holders of at
least a majority in aggregate principal amount (calculated as provided in the
indenture) of the guaranteed subordinated debt securities of the affected series
then outstanding (with each such series voting separately as a class) may direct
the time, method and place of conducting any proceeding or remedy available to
the trustee, or exercising any trust or power conferred on the trustee by the
indenture with respect to guaranteed subordinated debt securities of the series.
The trustee will be under no obligation to exercise any of its rights or
powers under the indenture at the direction of the holders of guaranteed
subordinated debt securities issued thereunder unless the holders offer to the
trustee reasonable security or indemnity against expenses and liabilities.
Subordination of Guaranteed Subordinated Debt Securities and Related Guarantees
The indebtedness represented by the guaranteed subordinated debt securities
will be unsecured and subordinated in right of payment to the prior payment in
full of all senior indebtedness of Ahold Finance. The guarantee of the
subordinated debt securities will be unsecured and subordinated in right of
payment to the prior payment in full of all senior indebtedness of Royal Ahold.
The term "senior indebtedness" means, with respect to Ahold Finance, the
principal of and any premium and interest on any indebtedness of Ahold Finance
currently outstanding or to be issued by Ahold Finance after the date of the
indenture unless by the terms of the instrument creating or evidencing such
indebtedness it is not senior in right of payment to the guaranteed subordinated
debt securities. However, "senior indebtedness" shall not include any
indebtedness of Ahold Finance that is subordinated in right of payment to any
other indebtedness of Ahold Finance.
The term "senior indebtedness" means, with respect to Royal Ahold, the
principal of and any premium and interest on any indebtedness of Royal Ahold
currently outstanding or to be issued by Royal Ahold after the date of the
indenture unless by the terms of the instrument creating or evidencing such
indebtedness it is not senior in right of payment to the guarantee. However,
"senior indebtedness" shall not include:
(1) Royal Ahold's outstanding 5.875% Subordinated Bonds 1997 due December
19, 2005;
(2) Royal Ahold's outstanding 6-3/4% Subordinated Bonds due August 24,
2003;
(3) Royal Ahold's outstanding 3% Convertible Subordinated Notes due
September 30, 2003;
(4) Royal Ahold's outstanding 4% Convertible Subordinated Notes due May
19, 2005; and
(5) any subordinated loans of Royal Ahold issued after the date of the
guaranteed subordinated debt indenture.
The term "indebtedness" means all indebtedness for money that is created,
assumed, incurred or guaranteed in any manner by Ahold Finance or Royal Ahold or
for which Ahold Finance or Royal Ahold, as the case may be, is otherwise
responsible or liable.
In the event of any dissolution and liquidation of Ahold Finance, whether
voluntary or involuntary, or in any bankruptcy proceedings or in other similar
proceedings affecting Ahold Finance, Ahold Finance will pay in full all amounts
due or to become due upon all senior indebtedness of Ahold Finance, or payment
thereof provided for to the satisfaction of the holders of the senior
indebtedness, before it makes any payment or distribution on account of the
redemption price or principal of, or premium, if any, or interest, if any, on
the guaranteed debt securities.
In the event Royal Ahold pays or distributes assets of Royal Ahold of any
kind or character, whether in cash, property or securities, to creditors upon
any dissolution and liquidation (ontbinding en vereffening) of Royal Ahold,
whether voluntary or involuntary, or in any bankruptcy proceedings
(faillissement), moratorium of payments (surseance van betaling) or in other
similar proceedings affecting Royal Ahold, then Royal Ahold will pay in full all
amounts due or to become due upon all senior indebtedness or will provide for
the payment thereof to the satisfaction of the holders of the senior
indebtedness, before it makes any payment or distribution, including payment of
any additional amounts, with respect to the guarantee of guaranteed subordinated
debt securities.
As a result of this subordination, in the event of (1) any dissolution and
liquidation of Ahold Finance, whether voluntary or involuntary, or any
bankruptcy proceedings or in other similar proceedings affecting Ahold Finance,
or (2) the dissolution, liquidation (ontbinding en vereffening) or bankruptcy
(faillissement) of Royal Ahold or moratorium of payments (surseance van
betaling) by Royal Ahold or any similar event, creditors of Ahold Finance or
Royal Ahold, as the case may be, who are holders of senior indebtedness of such
entity may recover more, ratably, than the holders of the guaranteed
subordinated debt securities.
Defeasance
Defeasance and Discharge
Each of the indentures provides that Ahold Finance may be discharged from
any obligations in respect of the guaranteed debt securities of any series
(except for certain obligations to register the transfer or exchange of
guaranteed debt securities of such series, to replace stolen, lost or mutilated
guaranteed debt securities of such series, to maintain paying agencies and to
hold monies for payment in trust) and Royal Ahold may be discharged from any and
all obligations in respect of the guarantees related thereto. Ahold Finance and
Royal Ahold will be so discharged upon the deposit with the applicable trustee,
in trust, of money and/or U.S. government obligations (as defined in the
applicable indenture) which through the payment of interest and principal in
respect thereof in accordance with their terms will provide money in an amount
sufficient to pay the principal of and each installment of interest on the
guaranteed debt securities of such series on the stated maturity of such
payments in accordance with the terms of such indenture and the guaranteed debt
securities of such series. This trust may only be established if, among other
things, Ahold Finance or Royal Ahold delivers to the trustee an opinion of
counsel (who may be counsel to Ahold Finance or Royal Ahold) stating that either
(1) Ahold Finance or Royal Ahold has received from, or there has been published
by, the U.S. Internal Revenue Service a ruling or (2) since the date of the
applicable indenture there has been a change in the applicable U.S. federal
income tax law, in either case to the effect that holders of the guaranteed debt
securities of such series will not recognize income, gain or loss for U.S.
federal income tax purposes as a result of such defeasance and will be subject
to U.S. federal income tax on the same amount and in the same manner and at the
same times as would have been the case if such defeasance had not occurred.
Defeasance of Certain Covenants and Certain Events of Default
Each of the indentures provides that Ahold Finance and Royal Ahold may omit
to comply with (1) the covenants regarding limitations on sale and leaseback
transactions and limitations on liens described above and (2) Section 4.1(d) of
such indenture (described in clause (4) under the captions "--Events of Default,
Waiver and Notice under the Guaranteed Senior Debt Securities" and "--Events of
Default, Waiver and Notice under the Guaranteed Subordinated Debt Securities"
above). Any omission to comply with those covenants will not constitute an event
of default under an indenture and the guaranteed debt securities of a series
issued thereunder if certain conditions are met and Ahold Finance or Royal
Ahold, among other things:
o deposits with the applicable trustee, in trust, money and/or U.S.
government obligations which through the payment of interest and
principal in respect thereof in accordance with their terms will
provide money in an amount sufficient to pay the principal of and each
installment of interest on the guaranteed debt securities of such
series on the stated maturity of such payments in accordance with the
terms of such indenture and the guaranteed debt securities of such
series; and
o delivers to the trustee an opinion of counsel stating that the holders
of the guaranteed debt securities of such series will not recognize
income, gain or loss for U.S. federal income tax purposes as a result
of such defeasance of certain covenants and events of default and will
be subject to U.S. federal income tax on the same amounts and in the
same manner and at the same times as would have been the case if such
deposit and defeasance had not occurred.
Notwithstanding compliance with the foregoing requirements, the obligations
of Ahold Finance and Royal Ahold under such indenture and of Ahold Finance under
the guaranteed debt securities of such series and of Royal Ahold under the
guarantee thereof, other than with respect to the covenants referred to above,
and the events of default, other than the events of default relating to these
covenants, will remain in full force and effect.
In the event Ahold Finance or Royal Ahold exercises this option to omit
compliance with certain covenants of one of the indentures with respect to the
guaranteed debt securities of a series issued thereunder as described in the
preceding paragraph and the guaranteed debt securities of such series are
declared due and payable because of the occurrence of any event of default other
than an event of default described in clause (4) under the captions "--Events of
Default, Waiver and Notice under the Guaranteed Senior Debt Securities" or
"--Events of Default, Waiver and Notice under the Guaranteed Subordinated Debt
Securities" above, as the case may be, the amount of money and U.S. government
obligations on deposit with the trustee will be sufficient to pay amounts due on
the guaranteed debt securities of such series at the time of their stated
maturity but may not be sufficient to pay amounts due on the guaranteed debt
securities of such series at the time of the acceleration resulting from such
event of default.
Modification of the Indentures
Each indenture contains provisions permitting Ahold Finance, Royal Ahold
and the trustee thereunder, with the consent of the holders of at least a
majority in total principal amount (calculated as provided in the indentures) of
the outstanding guaranteed debt securities of all series issued thereunder
affected by such modification (all such series voting as a single class), to
modify such indenture or any supplemental indenture or the rights of the holders
of the guaranteed debt securities and guarantees issued thereunder. However,
Ahold Finance, Royal Ahold and the trustee cannot, without the consent of the
holder of each guaranteed debt security so affected:
(1) extend the fixed maturity of the guaranteed debt security;
(2) reduce the principal or premium amount thereof or reduce the rate or
extend the time of any payment of interest thereon or reduce any
additional amount payable thereon;
(3) make the principal amount thereof or any interest or premium thereon
payable in any coin or currency other than that provided in such
guaranteed debt security;
(4) reduce the portion of the principal amount of an original issue
discount guaranteed debt security (or a guaranteed debt security that
provides that an amount other than the face amount thereof will or may
be payable upon a declaration of acceleration of the maturity thereof)
due and payable upon acceleration of the maturity thereof or the
portion of the principal amount thereof provable in any action or
proceeding pursuant to Section 4.2 of such indenture;
(5) reduce any amount payable upon redemption of such guaranteed debt
security;
(6) reduce the overdue rate thereof;
(7) impair, if such guaranteed debt security provides therefor, any right
of repayment at the option of the holder of such guaranteed debt
security;
(8) alter adversely or eliminate any right of conversion of such
guaranteed debt security; or
(9) reduce the percentage of the guaranteed debt securities the consent of
the holders of which is required for any such modification.
Each of the indentures further provides that Ahold Finance, Royal Ahold and
the applicable trustee cannot enter into any supplemental indenture if it would
modify the terms of the guarantee of Royal Ahold relating to the applicable
guaranteed debt securities in any manner adverse to the holders of such
guaranteed debt securities. The indenture relating to guaranteed subordinated
debt securities also provides that Ahold Finance, Royal Ahold and the applicable
trustee cannot enter into any supplemental indenture if it would modify the
terms providing for subordination of the guaranteed subordinated debt securities
or the guarantee of Royal Ahold relating thereto.
Each of the indentures also permits Ahold Finance, Royal Ahold and the
trustee to amend such indenture in certain circumstances without the consent of
the holders of any debt securities issued thereunder to evidence the merger of
Royal Ahold or Ahold Finance or the replacement of the trustee and for certain
other purposes.
Consolidation, Merger or Disposition of Assets of Ahold Finance or Royal Ahold
Each of the indentures provides that Ahold Finance and Royal Ahold may
consolidate or merge with any other entity, or sell, convey or lease all or
substantially all of the property of either of them if, upon any such
consolidation or merger:
(1) the entity (if other than Ahold Finance or Royal Ahold, respectively)
formed by such consolidation or merger expressly assumes, by
supplemental indenture satisfactory in form to the trustee under the
applicable indenture, the due and punctual payment of principal of and
any interest on the guaranteed debt securities issued pursuant to such
indenture, and the due and punctual observance of all of the covenants
and conditions of such indenture to be performed by Ahold Finance or
Royal Ahold, as applicable; and
(2) Ahold Finance or Royal Ahold, as applicable, and any successor entity
resulting from such consolidation or merger immediately after such
consolidation or merger, or sale, conveyance or lease, is not in
default in the performance of any covenant or condition of such
indenture.
Concerning the Trustees
Except during the continuance of an event of default, each of the trustees
will perform only those duties that are specifically set forth in the relevant
indenture. During the continuance of any event of default under an indenture,
the trustee thereunder will exercise its rights and powers under the indenture,
and use the same degree of care and skill in their exercise, as a prudent man
would exercise or use his rights under the circumstances in the conduct of his
own affairs.
Each of the trustees may acquire and hold guaranteed debt securities and,
subject to certain conditions, otherwise deal with Ahold Finance or Royal Ahold
as if it were not a trustee under an indenture.
Royal Ahold and certain subsidiaries of Royal Ahold currently conduct
banking transactions with the trustees in the ordinary course of business.
DESCRIPTION OF WARRANTS TO SUBSCRIBE TO DEBT SECURITIES
OF ROYAL AHOLD AND AHOLD FINANCE U.S.A., INC.
The following is a summary of material provisions of the warrants that may
be issued by Royal Ahold or Ahold Finance pursuant to one or more separate
warrant agreements, either independently or together with debt securities. This
summary does not include all of the provisions of the warrants. We urge you to
read the forms of warrant agreements filed with the registration statement of
which this prospectus is a part. The terms of the warrants to subscribe for debt
securities of Royal Ahold and Ahold Finance include those stated in the forms of
warrant agreements. Provisions of the forms of warrant agreements or terms
defined in the forms of warrant agreements referred to in the summary below are
incorporated into this summary by such reference.
General
Royal Ahold may offer the following warrants pursuant to this prospectus:
o warrants to subscribe for senior debt securities of Royal Ahold; and
o warrants to subscribe for subordinated debt securities of Royal Ahold.
Ahold Finance may offer the following warrants pursuant to this prospectus:
o warrants to subscribe for guaranteed senior debt securities; and
o warrants to subscribe for guaranteed subordinated debt securities.
See "Description of Debt Securities of Royal Ahold" and "Description of
Guaranteed Debt Securities of Ahold Finance and Guarantees of Royal Ahold."
The warrants may be issued in one or more series. Please refer to the
prospectus supplement relating to particular series of warrants for specific
terms of the warrants, including the following terms:
o the type and number of warrants;
o the debt securities for which the warrants may be exercised;
o the expiration date of the warrants;
o the period during which warrants may be exercised;
o the exercise price of the warrants;
o any mandatory or optional call provisions;
o the identity of the warrant agent;
o whether the warrants will be issued in registered form or in bearer
form; and
o any other terms of the warrants offered thereunder.
The warrants will be represented by warrant certificates. Royal Ahold or
Ahold Finance, as the case may be, will pay all stamp taxes and any other duties
to which the original issuance of the warrant certificates may be subject.
Transfer and Exchange
Warrants may be transferred or exchanged pursuant to procedures outlined in
the applicable warrant agreement. No service charge will be made for
registration of transfer or exchange upon surrender of any warrant certificate
at the office of the applicable warrant agent maintained for that purpose. Royal
Ahold or Ahold Finance, as the case may be, may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any registration of transfer or exchange of warrant
certificates.
No warrant or warrant certificate will entitle the holder thereof to any of
the rights of a holder of debt securities of Royal Ahold or Ahold Finance,
including the right to receive payments of principal or interest on debt
securities or to enforce any of the covenants in any indenture relating to debt
securities.
Exercise of Warrants
In order to exercise warrants, the holder of the warrants will be required
to surrender to the warrant agent the related warrant certificate and pay in
full the exercise price for the debt securities to be subscribed for upon such
exercise. The exercise price must be paid in cash or by certified or official
bank check or by wire transfer to an account designated by Royal Ahold or Ahold
Finance, as applicable, for such purpose. The warrant agent then will deliver
the applicable debt securities to the holder, and will issue a new warrant
certificate for any warrants not exercised.
Amendment of Warrant Agreement
From time to time, Royal Ahold or Ahold Finance, as the case may be, and
the warrant agent under the relevant warrant agreement, may amend or supplement
such warrant agreement for certain purposes without the consent of the holders
of the warrants issued thereunder, including to cure defects or inconsistencies
or make any change that does not materially and adversely affect the rights of
any holder. Any amendment or supplement to a warrant agreement that has a
material adverse effect on the interests of the holders of the warrants issued
thereunder will require the written consent of the holders of a majority of the
outstanding warrants issued thereunder.
The written consent of each holder of the warrants affected shall be
required for any amendment that:
o increases the exercise price;
o shortens the period during which warrants may be exercised;
o if the warrants may be redeemed at the option of Royal Ahold or Ahold
Finance, reduces the price at which the warrants may be redeemed; or
o materially and adversely affects the exercise rights of holders.
DESCRIPTION OF SHARE CAPITAL OF ROYAL AHOLD
Set forth below is a summary of material information relating to Royal
Ahold's share capital, including summaries of certain provisions of the Articles
of Association of Royal Ahold and applicable Dutch law in effect at the date
hereof. This summary does not include all of the provisions of the Articles of
Association of Royal Ahold and applicable Dutch law. We urge you to read the
full Articles of Association of Royal Ahold, an unofficial English translation
of which has been included as an exhibit to the Registration Statement. The full
text of the Articles of Association is available, in Dutch and English, at the
principal executive offices of Royal Ahold.
Share Capital
Under the Articles of Association of Royal Ahold, the authorized share
capital of Royal Ahold as of November 30, 2000 totaled Euro 800,000,000 par
value. It consists of:
o 1,200,000,000 common shares, each with a par value of Euro 0.25;
o 800,000 cumulative preferred shares (the "preferred shares"), each
with a par value of Euro 500; and
o 400,000,000 cumulative preferred financing shares (the "financing
preferred shares"), each with a par value of Euro 0.25, divided into
eight series numbered FP1 to FP8, consisting of 14,625,000 financing
preferred shares each, one series numbered FP9 consisting of 3,000,000
financing preferred shares, two series numbered FP10 and FP11
consisting of 12,000,000 financing preferred shares each, and sixty
four series numbered FP12 to FP75 consisting of 4,000,000 financing
preferred shares each.
Common Shares
The common shares are issued in bearer or registered form, at the option of
the shareholder. Common shares in bearer form may be exchanged for common shares
in registered form, or vice versa, at any time, upon written request to the
corporate executive board of Royal Ahold.
For each common share in bearer form a share certificate is issued. Such
numbers of common shares in bearer form as the corporate executive board will
determine may be represented by one certificate. For registered common shares,
share certificates may also be issued, and such numbers of common shares in
registered form may be represented by one certificate as the holder of such
common shares shall request the Royal Ahold corporate executive board in
writing. Share certificates which are issued for bearer shares have a dividend
sheet without dividend coupons or vouchers. The bearer CF ("Centrum voor
Fondsenadministratie") certificates for common shares are in practice held by an
approved custodian in order to allow them to be traded on the Euronext Amsterdam
N.V. stock market. The dividend sheets of the bearer CF certificates are
required to be held by an approved custodian. The common shares in bearer form
are transferable with the dividend sheet through the book-entry transfer system
maintained by Nederlands Centraal Instituut voor Giraal Effectenverkeer.
The names and addresses of holders of registered shares are entered in the
shareholders' registers for each class of shares which are maintained by Royal
Ahold. Such registers also include the number of shares held by each
shareholder, the class and number of their shares, the amount paid up on each
share, and whether any share certificate has been issued. The registers also
include the names and addresses of persons who possess certain ownership rights
or a pledge in respect of such shares. On request of the shareholder, pledgee or
a holder of certain ownership rights, and without charge, Royal Ahold is
required to provide an extract from the register of shareholders in respect of
its right to any registered share. Registers are available at the office of
Royal Ahold for inspection by stockholders, as well as pledgees and holders of
certain ownership rights, insofar as the voting right attached to the shares
rests in them. Any part of a register kept outside the Netherlands in compliance
with laws or stock exchange regulations in the foreign jurisdictions concerned,
however, is not available for such inspection.
Transfer of a registered share in the capital of Royal Ahold requires an
instrument of transfer and, if Royal Ahold is not a party to the transfer, a
written acknowledgment by Royal Ahold of the transfer. The acknowledgment must
be made in the instrument of transfer, or by a dated statement on the instrument
of transfer, or on a copy or extract thereof certified by a civil law notary or
the transferor to be a true copy or extract of the instrument of transfer.
Official service by an authorized Dutch person of the instrument of transfer or
of such copy or extract on Royal Ahold is considered to have the same effect as
an acknowledgment by Royal Ahold of the transfer. In addition, if a share
certificate has been issued for a registered share, the share certificate must
be surrendered to Royal Ahold. The transfer may then be acknowledged by Royal
Ahold by way of endorsement to that effect written on the share certificate or
by replacing the share certificate by a new share certificate issued in the name
of the transferee.
The holders of the common shares are entitled to one vote per share. There
are no limitations, either by the laws of the Netherlands or in the Articles of
Association, on the right of non-residents of the Netherlands or foreign owners
to hold or vote Royal Ahold's common shares. See "--General Meetings and Voting
Rights" below. The holders of common shares are entitled to dividends in such
amounts and at such times as may be declared by Royal Ahold out of funds legally
available therefor, as described under "--Dividends" below. Cash dividends
payable in Euros on common shares of Royal Ahold may be officially transferred
from the Netherlands and converted into any other convertible currency.
Common shares may be issued pursuant to a resolution of the Royal Ahold
corporate executive board, subject to the prior approval of the supervisory
board of Royal Ahold and within the current authorized maximum of 1,200,000,000
common shares, of which 779,088,612 shares were issued and outstanding as of
November 30, 2000. The current authority of the corporate executive board to
resolve to issue common shares will terminate on May 6, 2002, unless extended by
the general meeting of shareholders of Royal Ahold in accordance with the
Articles of Association, in each instance for a period not exceeding five years.
If no such extension is given, the issue of common shares will require a
resolution of the general meeting of shareholders, upon a proposal of the
corporate executive board which is subject to the prior approval of the
supervisory board. For these purposes, issues of shares include the granting of
rights to subscribe for shares (including convertible debt), such as options and
warrants, but not the issue of shares upon exercise of such rights. The common
shares are subject to certain pre-emptive rights. See "--Shareholders'
Pre-emptive Rights" below.
Common shares must be fully paid on issue. All of Royal Ahold's presently
outstanding common shares are fully paid.
The principal paying agent in the Netherlands for the common shares is ABN
AMRO Bank N.V.
Preferred Shares
The purpose of the preferred shares is to provide a preventive measure
against unfriendly takeover bids. On March 7, 1989, Royal Ahold and Stichting
Ahold Continuiteit ("Stichting" or, in English, "Ahold Continuity Foundation")
entered into an option agreement, which was amended and restated in April 1994
and March 1997, pursuant to which Stichting was granted an option to acquire
from Royal Ahold, until March 2004, preferred shares up to a total par value
that is equal to the total par value of all issued and outstanding shares of
capital stock at the time the option is exercised. Royal Ahold has the right
pursuant to the option agreement to place preferred shares with Stichting up to
a total par value that is equal to the total nominal value of all issued and
outstanding shares of capital stock of Royal Ahold at the time it places the
preferred shares.
The holders of the preferred shares are entitled to 2,000 votes per share.
See "--General Meetings and Voting Rights" below. Subject to limited exceptions,
each transfer of preferred shares requires the approval of the Royal Ahold
corporate executive board. Preferred shares can only be issued in registered
form. No share certificates will be issued for the preferred shares.
The preferred shares have certain anti-takeover effects. The issuance of
all authorized preferred shares will cause substantial dilution of the effective
voting power of any shareholder, including a shareholder that attempts to
acquire Royal Ahold, and could have the effect of delaying, deferring or
preventing a change in control of Royal Ahold.
Stichting is a non-membership organization with a self-appointing managing
board, organized under the law of the Netherlands. Its statutory objectives are
to enhance the continuity and the identity of Royal Ahold in case of an unwanted
take-over attempt. As of November 30, 2000, the members of the managing board of
Stichting were:
Name Principal Occupation or Relation to Royal Ahold
Voting members
J.J. Slechte Former President of Shell Nederland B.V.
(Chairman)
W.E. de Vin Former civil law notary
P.J. van Dun Former Executive Vice President of Royal Ahold
Non-voting members
H. de Ruiter Chairman of the Supervisory Board of Royal Ahold
C.H. van der Hoeven President of the Corporate Executive Board of Royal
Ahold
Preferred shares may be issued, and rights to subscribe for preferred
shares may be granted, pursuant to a resolution of the Royal Ahold corporate
executive board, subject to the prior approval of the supervisory board. The
corporate executive board has this authority for the same period as its
authority to issue common shares and it may be extended in the same manner. If
no such extension is given, the issue of preferred shares, or the granting of
rights to subscribe for preferred shares, will require a resolution of the
general meeting of shareholders, upon a proposal of the corporate executive
board which is subject to the prior approval of the supervisory board. The
corporate executive board must, upon the issue of preferred shares (including
the granting of rights to subscribe for preferred shares) other than an issue of
preferred shares to a person or persons exercising a previously acquired right
to subscribe for such preferred shares, within four weeks after such issue call
a general meeting of shareholders of Royal Ahold to explain the reasons for the
issue, unless such explanation has previously been given at a general meeting.
The prior approval of the general meeting of shareholders of Royal Ahold
for a specific issue of preferred shares is required if, as a result of such
issue and/or as a result of previous issues of preferred shares by the corporate
executive board without the approval or other cooperation of the general meeting
of shareholders, the number of preferred shares that may be subscribed for
and/or that has been issued will result in the total nominal value of preferred
shares (issued by the corporate executive board without the approval or other
cooperation of the general meeting) exceeding 100% of the total nominal value of
the other shares outstanding before such issue. If preferred shares have been
issued pursuant to a resolution of the corporate executive board to issue the
shares, or pursuant to a resolution of the corporate executive board to grant a
right to subscribe for the shares, in each case passed without the prior
approval or other cooperation of the general meeting, the corporate executive
board is obliged to call a general meeting of shareholders within two years
after such issue and make a proposal regarding repurchase or redemption of the
issued preferred shares. If at that general meeting no resolution regarding
repurchase or redemption is passed, the corporate executive board must, within
two years after the proposal was made, and every two years thereafter, call a
general meeting of shareholders and again make such proposal for repurchase or
redemption. This obligation ceases to exist if the preferred shares are no
longer outstanding or are no longer held by a person other than Royal Ahold.
Without prejudice to any applicable statutory provisions, the provisions of
the Articles of Association regarding the calling of, and in certain cases the
required prior approval by, a general meeting of shareholders of Royal Ahold
with respect to an issue of preferred shares will cease to apply as soon as
Royal Ahold is no longer bound by the relevant obligations under the Listing
Rules of Euronext Amsterdam N.V.
The holders of preferred shares are entitled to a preferred dividend. See
"--Dividends" below.
It may be stipulated that only 25% of the nominal value of the preferred
shares is required to be paid upon subscription for preferred shares until
payment in full of the par value is called by Royal Ahold. No preferred shares
are currently issued and outstanding.
Preferred shares have preferences upon the dissolution and liquidation of
Royal Ahold over the financing preferred shares and the common shares as to
payment of dividends, as described under "--Dividends" and "--Liquidation
Rights" below.
Financing Preferred Shares
Financing preferred shares may be issued, and rights to subscribe for
financing preferred shares may be granted, pursuant to a resolution of the
corporate executive board, subject to the prior approval of the supervisory
board and up to a total nominal amount which, at the time of such issue or the
granting of such rights, equals 25% of the outstanding shares in the capital of
Royal Ahold, excluding preferred shares. The corporate executive board has this
authority for the same period as its authority to issue common shares and it may
be extended in the same manner. If no such extension is given, the issue of
financing preferred shares, or the granting of rights to subscribe for financing
preferred shares, will require a resolution of the general meeting of
shareholders, upon a proposal of the corporate executive board, which is subject
to the prior approval of the supervisory board. Financing preferred shares must
be fully paid up upon issue. They can only be issued in registered form. No
share certificates are issued for financing preferred shares. Subject to limited
exceptions, each transfer of financing preferred shares requires the approval of
the corporate executive board. Financing preferred shares may only be
transferred to natural persons.
As of November 30, 2000, a total of 259,317,164 of the financing preferred
shares were issued and outstanding.
Financing preferred shares have preferences as to payment of dividends and
upon the dissolution and liquidation of Royal Ahold over the common shares, as
described under "--Dividends" and "--Liquidation Rights" below. In 1997, 1998
and 1999, Royal Ahold paid Euro 8,326,000, Euro 9,925,000 and Euro 12,167,000,
respectively, as dividends on the financing preferred shares. Holders of
financing preferred shares do not have pre-emptive rights. Holders of financing
preferred shares have voting rights as described under "--General Meetings and
Voting Rights" below.
Shareholders' Pre-emptive Rights
Holders of preferred shares and holders of financing preferred shares do
not have pre-emptive rights with respect to issues of common shares.
Holders of common shares have pro rata pre-emptive rights to subscribe for
new issues of common shares in proportion to their holdings, except for:
(1) issues of shares to employees of Royal Ahold or employees of group
companies; and
(2) issues of shares in return for non-cash consideration.
For these purposes, issues of shares include the granting of rights to
subscribe for shares, such as options and warrants, but not the issue of shares
upon exercise of such rights.
Pre-emptive rights with respect to the common shares may be restricted or
excluded by a resolution of the corporate executive board subject to the
approval of the supervisory board. The corporate executive board has been
delegated this authority with respect to the common shares by the general
meeting of shareholders for the same periods as its authority to issue such
shares, and this authority may be extended in the same manner. If no such
extension is given, the restriction or exclusion of pre-emptive rights will
require a resolution of the general meeting of shareholders upon a proposal by
the corporate executive board, which is subject to the approval of the
supervisory board. The adoption by the general meeting of shareholders of a
resolution restricting or excluding pre-emptive rights with respect to common
shares will require a vote of (1) a majority of the votes cast if half or more
of the issued and outstanding share capital is present or represented at the
meeting or (2) at least two-thirds of the votes cast if less than half of the
issued and outstanding capital is present or represented at the meeting.
Acquisition by Royal Ahold of its Own Shares
Royal Ahold may acquire any class of its shares in its capital, subject to
certain provisions of Dutch law and the Articles of Association, if:
(1) shareholders' equity less the payment required to make the acquisition
does not fall below the sum of paid-up capital and any reserves
required by Dutch law or the Articles of Association; and
(2) Royal Ahold and its subsidiaries would thereafter not hold shares with
an aggregate nominal value exceeding one-tenth of Royal Ahold's issued
share capital.
Any shares held by Royal Ahold in its own capital may not be voted.
An acquisition by Royal Ahold of any class of shares in its capital must be
approved by resolution of the corporate executive board, subject to the approval
of the supervisory board. Acquisitions by Royal Ahold of shares in its own
capital may only take place if the general meeting of shareholders of Royal
Ahold has granted to the corporate executive board the authority to effect such
acquisitions. Such authority may apply for a maximum period of 18 months and
must specify the number of shares that may be acquired, the manner in which
shares may be acquired and the price limits within which shares may be acquired.
In May 2000, the annual general meeting of shareholders voted to extend the
authority to acquire shares through November 15, 2001, subject to the approval
of the supervisory board. As of the date of this prospectus, Royal Ahold has not
acquired any shares under this authorization. Under this authorization, the
maximum number of shares that can be acquired cannot exceed the maximum amount
authorized by law (currently 10%) of the issued share capital at the time of
acquisition. No such authority is required for the acquisition by Royal Ahold of
shares in its own capital for the purpose of transferring such shares to
employees of Royal Ahold or employees of a group company pursuant to an employee
stock option plan and as long as such shares are quoted on the official price
list of a stock exchange.
Capital Reduction
Upon a proposal of the corporate executive board, subject to approval of
the supervisory board, the general meeting of shareholders of Royal Ahold may
resolve to reduce the issued and outstanding share capital by canceling:
(1) shares which Royal Ahold holds in its own capital or shares the
depositary receipts for which are held by Royal Ahold;
(2) all the issued preferred shares against repayment of the amount paid
on such shares and upon waiver of the obligation to make payment on
such shares to the extent they have not been fully paid up; and
(3) all the issued shares of one or more series of financing preferred
shares against repayment of the amount paid up on such shares.
The resolution of the general meeting of shareholders will require the vote
of (1) a majority of the votes cast if half or more of the issued and
outstanding share capital is present or represented at the meeting or (2) at
least two-thirds of the votes cast if less than half of the issued and
outstanding share capital is present or represented at the meeting.
The issued share capital may also be reduced, in the manner provided above,
by reduction of the nominal value of any class of shares of Royal Ahold.
If reduction in the issued and outstanding capital entails repayment in
part, the resolution for that purpose may provide that such repayment will be
made in cash or in the form of rights as against Royal Ahold or participations
in any division of Royal Ahold.
Dividends
Subject to certain exceptions, dividends may only be paid out of profits as
shown in the annual financial statements of Royal Ahold as prepared by the
corporate executive board, adopted by the supervisory board and approved by the
general meeting of shareholders. Distributions may not be made if the
distribution would reduce shareholders' equity below the sum of the paid-up part
of the capital and reserves which must be maintained by Dutch law. No dividends
may be paid to Royal Ahold on shares which Royal Ahold holds in its own capital
or of which the depositary receipts are held by Royal Ahold, unless such shares
or depositary receipts are encumbered with certain rights of ownership in other
parties or a pledge.
Out of profits, dividends must first be paid on the preferred shares at a
percentage of the amount called-up and paid-up on such shares which is based on
the promissory note discount rate (voorschotrente) established by the
Netherlands Central Bank for the relevant financial year. The minimum preferred
share dividend percentage at any time is 5.75%. To the extent that profits are
not sufficient to pay the preferred share dividend in full, the deficit shall be
paid out of the reserves, subject to the general restrictions on distributions
set out above. To the extent that the preferred share dividend cannot be paid
out of the reserves, the profits earned in subsequent years shall be applied
first to making to the holders of preferred shares such payment as will fully
eliminate the deficit before distributions to holders of other classes of shares
are made. If the profit earned in any fiscal year has been determined and in
that fiscal year preferred shares have been cancelled against repayment, the
persons who were the holders of such preferred shares shall have the right to
the payment of a dividend equal to the amount of the dividend that such persons
would otherwise have been entitled to if, on the date of the determination of
the profit, such persons had still been the holders of such preferred shares,
calculated on the basis of the period during which in the fiscal year such
persons were holders of said preferred shares.
After payment of the preferred share dividend, if possible, dividends must
then be paid on each financing preferred share at a percentage of the amount
paid-in on such share plus the premium paid on the first financing preferred
share which was issued of the series to which the particular share belongs. The
financing preferred share dividend percentage is based on the average effective
yield on the Dutch state loans with a (remaining) life of nine to ten years. To
the extent that profits are not sufficient to pay in full the financing
preferred share dividend, the deficit shall be paid out of the reserves and
thereafter out of the profits earned in subsequent years, as described above for
the preferred share dividend, before further distributions are made. If the
profit earned in any fiscal year has been determined and in that fiscal year
financing preferred shares have been cancelled against repayment, the persons
who were the holders of such financing preferred shares shall have the right to
the payment of a dividend equal to the amount of the dividend that such persons
would otherwise have been entitled to if, on the date of the determination of
the profit, such persons had still been the holders of such financing preferred
shares, calculated on the basis of the period during which in the fiscal year
such persons were holders of said financing preferred shares.
Out of the profits remaining after the payment of the financing preferred
share dividend such amounts shall be reserved as the supervisory board, in
consultation with the corporate executive board, may deem necessary. The profit
then remaining is at the disposal of the general meeting of shareholders, which
may resolve to transfer it to reserves or to distribute it among the holders of
common shares. On a proposal of the corporate executive board made with the
approval of the supervisory board, the general meeting may (1) resolve to
distribute to the holders of common shares a dividend in the form of common
shares or (2) resolve to make distributions to the holders of common shares out
of one or more reserves that Royal Ahold is not prohibited from distributing by
law.
Subject to the prior approval of the supervisory board, the corporate
executive board may resolve to make interim distributions to shareholders or to
holders of shares of a particular class or series if an interim statement of
assets and liabilities shows that such distribution is permitted.
Dividends are payable no later than 14 days after the date declared, unless
the body declaring the dividend shall determine a different date. Dividends that
have not been claimed within five years and one month after the date when they
became payable will be forfeited to Royal Ahold and will be added to the general
reserve.
General Meetings and Voting Rights
A general meeting of shareholders must be held once a year, no later than
June, to approve the annual accounts and attend to other matters. General
meetings of shareholders may be convened by the corporate executive board, the
supervisory board and, in certain circumstances, the holders of at least 10% of
the total outstanding share capital of Royal Ahold. Notice of the general
meeting will be given by the corporate executive board, the supervisory board or
the holders of at least 10% of the total outstanding share capital of Royal
Ahold, as the case may be, at least 15 days prior to the meeting and will be
published in at least one nationally distributed daily newspaper and the
Official Price List (Officiele Prijscourant) of Euronext Amsterdam N.V. Holders
of registered shares will also be notified by mail. There are no quorum
requirements applicable to general meetings.
Shareholders (and holders of non-voting depositary receipts that may be
issued for shares in the Netherlands) are only entitled to attend meetings of
shareholders and take part in the deliberations, and those who have voting
rights may only vote at meetings of shareholders, if they have signed the
attendance list in advance and, in addition, insofar as their rights relate to
shares in bearer form or depositary receipts in bearer form, if they have
deposited their share certificates or depositary receipt certificates at the
office of Royal Ahold prior to the meeting. Shareholders (and holders of
depositary receipts) may be represented by written proxy. If the proxy relates
to share certificates or depositary receipts issued in bearer form, the proxy
must be deposited at the office of Royal Ahold prior to the meeting
simultaneously with the deposit of the share certificates or depositary receipts
to which the proxy relates. Furthermore, if the proxy relates to registered
certificates or depositary receipts, the proxy must be deposited at the office
of Royal Ahold prior to the meeting.
Each share in the capital of Royal Ahold is entitled to one vote for each
Euro 0.25 par value represented thereby. Subject to certain exceptions provided
for by law or the Articles of Association, resolutions are passed by an absolute
majority of the votes cast. A proposal to alter the Articles of Association
whereby any change would be made in the rights that vest in the holders of
shares of a particular class requires the prior approval of a meeting of holders
of shares of that particular class. Among other types of resolutions, a
resolution of the general meeting of shareholders to amend the Articles of
Association or to wind up Royal Ahold may only be adopted upon a proposal of the
corporate executive board that has been approved by the supervisory board.
Meetings of holders of shares of a particular class shall be held whenever
such a meeting is required by law or any provision of the Articles of
Association. These meetings may be called by the corporate executive board, the
supervisory board or one or more shareholders or holders of depositary receipts
who jointly represent at least one-tenth of the issued and outstanding shares of
the class concerned. The provisions of the Articles of Association relating to
the convening of meetings apply mutatis mutandis to meetings of holders of
preferred shares and financing preferred shares.
No votes may be cast in respect of shares held by Royal Ahold or any of its
subsidiaries nor in respect of shares the depositary receipts for which are held
by Royal Ahold or by any of its subsidiaries. However, holders of certain
ownership rights and pledgees of shares which belong to Royal Ahold or its
subsidiaries will not be excluded from the right to vote if such grant of
certain ownership rights or pledge was created before the shares concerned were
held by Royal Ahold or a subsidiary of Royal Ahold.
Liquidation Rights
In the event of the dissolution and liquidation of Royal Ahold, the assets
remaining after payment of all debts will be distributed in the following order:
(1) to the holders of preferred shares; and
(2) to the holders of financing preferred shares.
If any assets remain, the holders of common shares shall be paid, if
possible, the par value amount of their common shares plus the pro rata part of
the share premium reserve to which the holders of common shares are entitled.
DESCRIPTION OF AMERICAN DEPOSITARY RECEIPTS
RELATING TO SHARES OF ROYAL AHOLD
The following is a summary of material provisions of the share deposit
agreement, dated as of January 20, 1998, entered into by Royal Ahold, The Bank
of New York, as depositary (the "share depositary"), and the registered holders
of American depositary receipts (the "owners") and the owners of beneficial
interests in American depositary receipts (the "beneficial owners"), pursuant to
which the American depositary receipts (the "ADRs") are to be issued.
This summary does not include all of the provisions of the share deposit
agreement and we urge you to read it. The terms of the ADRs relating to shares
of Royal Ahold include those stated in the share deposit agreement, including
the form of ADRs.
Terms used herein and not otherwise defined have the meanings set forth in
the share deposit agreement. Copies of the share deposit agreement and the
Articles of Association of Royal Ahold will be available for inspection at (1)
the corporate trust office of the share depositary, currently located at 101
Barclay Street, New York, New York 10286 (the "corporate trust office"), and (2)
the Amsterdam office of Fortis Bank (Nederland) N.V., as custodian, currently
located at Rokin 55, P.O. Box 243, 1000 AE Amsterdam, the Netherlands. The share
depositary's principal executive office is located at One Wall Street, New York,
New York 10286.
American Depositary Receipts
The share depositary may issue ADRs evidencing American depositary shares
("ADSs") pursuant to the share deposit agreement. Each ADS will represent one
common share ("deposited securities"). The share depositary and Royal Ahold will
treat only persons in whose names ADRs are registered on the books of the share
depositary as owners of the ADRs.
Deposit, Transfer and Withdrawal
Upon delivery to the custodian of common shares (or evidence of rights to
receive common shares), and the payment of the fees, charges and taxes provided
in the share deposit agreement, the share depositary will execute and deliver an
ADR at its corporate trust office to the person entitled thereto. Each ADR will
be registered in the name of the person entitled thereto and will evidence any
authorized number of ADSs requested by such person.
The owner of an ADR will be entitled to delivery of the underlying deposited
securities. Prior to the delivery of the underlying deposited securities, the
owner of the ADR must, subject to the terms and conditions of the share deposit
agreement:
o surrender the ADR at the corporate trust office of the share
depositary; and
o pay the fees of the share depositary for the surrender of receipts,
governmental charges and taxes provided in the share deposit
agreement.
The forwarding of share certificates, other securities, property, cash and
other documents of title will be at the risk and expense of the owner.
Subject to the terms and conditions of the share deposit agreement and any
limitations established by the share depositary, the share depositary may
deliver ADRs prior to the receipt of shares or deliver shares prior to receipt
of ADRs (a "pre-release") and deliver shares upon the receipt and cancellation
of ADRs which have been pre-released, whether or not such cancellation is prior
to the termination of such pre-release or the share depositary knows that such
ADR has been pre-released. The share depositary may receive ADRs instead of
shares in satisfaction of a pre-release. Each pre-release must be:
(1) preceded or accompanied by a written representation from the person to
whom the ADRs or shares are to be delivered that such person or its
customer:
(a) owns the shares or ADRs to be remitted;
(b) assigns all beneficial right, title and interest in such shares
or ADRs, as the case may be, to the share depositary and for the
benefit of the owners; and
(c) will not take any action with respect to such shares or ADRs, as
the case may be, that is inconsistent with the transfer of
beneficial ownership;
(2) at all times fully collateralized with cash or such other collateral
as the share depositary deems appropriate;
(3) terminable by the share depositary on not more than five business
days' notice; and
(4) subject to further indemnities and credit regulations as the share
depositary deems appropriate.
The ADRs are transferable on the books of the share depositary. However,
the share depositary may close the transfer books at any time it considers such
closing as useful to the performance of its duties or at the written request of
Royal Ahold.
Dividends, Other Distributions and Rights
Subject to any restrictions imposed by Dutch law, regulations or applicable
permits, the share depositary will convert all cash dividends and other cash
distributions denominated in a currency other than dollars (a "foreign
currency") that it receives in respect of the deposited securities into U.S.
dollars, to the extent that in its judgment it can do so on a reasonable basis
and can transfer the resulting U.S. dollars to the United States. The share
depositary will distribute, as promptly as practicable, the resulting dollar
amount (net of expenses incurred by the share depositary in converting such
foreign currency) to the owners entitled to the distribution. The distribution
may be made upon an averaged or other practicable basis without regard to any
distinctions among owners on account of exchange restrictions or the date of
delivery of any ADR or otherwise. The amount distributed to the owners of ADRs
will be reduced by any amount of taxes to be withheld by Royal Ahold or the
share depositary. See "--Liability of Owner for Taxes" below.
If any of the following events occur, the share depositary may either
distribute the foreign currency received by the share depositary or the
custodian to the owners entitled to receive the distribution, or in its
discretion may hold such foreign currency uninvested and without liability for
interest thereon for the respective accounts of the owners entitled to receive
the distribution:
(1) the share depositary determines that in its judgment any foreign
currency received by it or the custodian cannot be converted on a
reasonable basis into dollars transferable to the United States;
(2) any approval or license of any government or agency thereof that is
required for such conversion is denied or in the opinion of the share
depositary is not obtainable; or
(3) any such approval or license is not obtained within a reasonable
period as determined by the share depositary,
If any conversion of foreign currency cannot be effected for distribution
to some of the owners entitled to receive the distribution, the share depositary
may in its discretion make the conversion and distribution in U.S. dollars to
the extent permissible to the owners entitled to receive the distribution. The
share depositary may distribute the balance of the foreign currency received by
the share depositary to the owners entitled to receive the distribution, or hold
such balance uninvested and without liability for interest thereon for the
respective accounts of the owners entitled thereto.
If Royal Ahold declares a dividend in common shares, or a free distribution
of common shares, the share depositary may, and will if Royal Ahold so requests,
distribute to the owners of outstanding ADRs entitled thereto additional ADRs
evidencing an aggregate number of ADSs representing the amount of common shares
received as such dividend or free distribution. The distribution of ADRs will be
subject to the terms and conditions of the share deposit agreement with respect
to the deposit of common shares and the issuance of ADSs including the
withholding of any tax or other governmental charge and the payment of fees of
the share depositary.
The share depositary may withhold any distribution of ADRs if it has not
received satisfactory assurances from Royal Ahold that such distribution does
not require registration under the Securities Act of 1933, or is exempt from
registration under the provisions of the Securities Act.
Instead of delivering ADRs for fractional ADSs in the event of any such
dividend or free distribution, the share depositary will sell the amount of
common shares represented by the aggregate of the fractions and distribute the
net proceeds in accordance with the share deposit agreement. If the share
depositary does not distribute additional ADRs, each ADS will also represent the
additional common shares distributed by Royal Ahold.
If Royal Ahold offers to the holders of any deposited securities any rights
to subscribe for additional common shares or any other rights, the share
depositary will determine the procedure to be followed in making such rights
available to any owners of ADRs or in disposing of such rights for the benefit
of any owners and making the net proceeds available in dollars to such owners.
If by the terms of the rights offering or for any other reason the share
depositary may not either make such rights available to any owners or dispose of
such rights and make the net proceeds available to such owners, then the share
depositary will allow the rights to lapse.
If the share depositary determines that it is lawful and feasible to make
such rights available to all owners or to certain owners but not to other
owners, the share depositary may distribute the rights to those owners to whom
it determines it is lawful and feasible to do so, in such form as it deems
appropriate. If the share depositary determines that it is not lawful and
feasible to make such rights available to certain owners, it may sell the rights
at a public or private sale, and allocate the net proceeds of the sale for the
account of such owners otherwise entitled to such rights. This allocation may be
made upon an averaged or other practical basis without regard to any
distinctions among such owners because of exchange restrictions or the date of
delivery of any ADRs or otherwise.
In circumstances in which rights would not otherwise be distributed, if an
owner of ADRs requests the distribution of warrants or other instruments in
order to exercise the rights allocable to such owner's ADSs, the share
depositary will make such rights available to the owner upon written notice from
Royal Ahold to the share depositary that:
(1) Royal Ahold has elected in its sole discretion to permit such rights
to be exercised; and
(2) the owner has executed such documents as Royal Ahold has determined in
its sole discretion are reasonably required under applicable law.
The share depositary will, on behalf of any owner, exercise such rights and
purchase common shares, and Royal Ahold will cause the common shares so
purchased to be delivered to the share depositary on behalf of such owner, if:
o the owner gives instructions pursuant to such warrants or other
instruments to the share depositary to exercise such rights;
o the owner pays to the share depositary the purchase price of the
common shares to be received upon exercise of the rights; and
o the owner pays the fees of the share depositary as set forth in such
warrants or other instruments.
As agent for such owner, the share depositary will cause the common shares
so purchased to be deposited and will execute and deliver ADRs to such owner
pursuant to the share deposit agreement.
The share depositary will not offer rights to owners unless both the rights
and the securities to which such rights relate are either exempt from
registration under the Securities Act with respect to a distribution to all
owners or are registered under the provisions of the Securities Act. However,
Royal Ahold is not obligated to file a registration statement with respect to
such rights or underlying securities or to make efforts to have such a
registration statement declared effective. If an owner of ADRs requests the
distribution of warrants or other instruments, even though distribution has not
been registered under the Securities Act, the share depositary will not make
such distribution unless it has received an opinion from recognized counsel in
the United States for Royal Ahold stating that such distribution to such owner
is exempt from registration.
Neither Royal Ahold nor the share depositary will be responsible for any
failure to determine that it may be lawful or feasible to make any rights
available to owners in general or any owner in particular.
Whenever the share depositary receives any distribution other than cash,
common shares or rights in respect of the deposited securities, the share
depositary will distribute the securities or properties it receives to the
owners entitled to the distribution, after deduction or upon payment of any fees
and expenses of the share depositary or any taxes or other governmental charges.
If, however, (1) in the opinion of the share depositary the distribution cannot
be made proportionately among the owners entitled to the distribution, or (2)
for any other reason the share depositary determines that the distribution is
not feasible, the share depositary may adopt such method as it may deem
equitable and practicable for making such distribution, including the public or
private sale of any of the securities or property received, and distribution by
the share depositary of the proceeds of any such sale (net of the fees and
expenses of the share depositary) to the owners entitled to the distribution as
in the case of a distribution received in cash.
If the share depositary determines that any distribution of property is
subject to any taxes or other governmental charges which the share depositary or
the custodian is obligated to withhold, the share depositary may, by public or
private sale, dispose of all or a portion of the property in such amounts and in
such manner as the share depositary deems necessary and practicable to pay such
taxes or charges. The share depositary will distribute the proceeds of any such
sale after deduction of such taxes or charges to the owners entitled thereto.
Where, by the terms of a distribution or offering in accordance with the
share deposit agreement, or for any other reason, such distribution or offering
may not be made available to owners, and the share depositary may not dispose of
such distribution or offering on behalf of such owners and make the net proceeds
available to such owners, then the share depositary will not make such
distribution or offering, and will allow the rights, if applicable, to lapse.
Upon any change in nominal or par value, split-up, consolidation or any
other reclassification of deposited securities, or upon any recapitalization,
reorganization, merger or consolidation or sale of assets affecting Royal Ahold
or to which it is a party, any securities that are received by the share
depositary or custodian in exchange for, in conversion of, or in respect of
deposited securities will be treated as new deposited securities under the share
deposit agreement and the ADSs will thereafter represent, in addition to the
existing deposited securities, the right to receive the new deposited securities
so received in exchange or conversion, or the share depositary may, with the
approval of Royal Ahold, execute and deliver additional ADRs as in the case of a
distribution in common shares, or call for the surrender of outstanding ADRs to
be exchanged for new ADRs specifically describing such new deposited securities.
Record Dates
Whenever (1) any cash dividend or other cash distribution becomes payable,
(2) any distribution other than cash is made, (3) rights are issued with respect
to the deposited securities, (4) for any reason the share depositary causes a
change in the number of common shares that are represented by each ADS, (5) the
share depositary receives notice of any meeting of holders of common shares or
other deposited securities, or (6) the share depositary finds it necessary or
convenient, the share depositary will fix a record date (as close as practicable
to the record date, if any, fixed by Royal Ahold in respect of such matter):
(1) for the determination of the owners who will be:
(a) entitled to receive such dividend, distribution or rights, or the
net proceeds of the sale thereof;
(b) entitled to give instructions for the exercise of voting rights
at any such meeting; or
(c) obligated to pay any charges as described in clause (8) under
"Charges of Share Depositary" below; or
(2) on or after which each ADS will represent the changed number of common
shares.
Voting of Deposited Securities
Upon receipt of notice of any meeting or solicitation of consents or
proxies of holders of common shares or other deposited securities, if requested
in writing by Royal Ahold, the share depositary will, as soon as practicable
thereafter, mail to all owners a notice containing:
(1) the information included in the notice the share depositary received
from Royal Ahold;
(2) a statement that the owners as of the close of business on a specified
record date will be entitled to instruct the share depositary as to
the exercise of any voting rights represented by their ADSs; and
(3) a statement as to the manner in which such instructions may be given.
Upon the written request of an owner, the share depositary will endeavor,
insofar as practicable, to vote or cause to be voted the amount of common shares
or other deposited securities represented by the ADRs in accordance with the
instructions set forth in the request. The share depositary will not vote shares
or other deposited securities other than in accordance with such instructions.
If the share depositary does not receive instructions from any owner on or
before the date established by the share depositary for such purpose, the share
depositary will deem the owner to have instructed the share depositary to give a
discretionary proxy to a person designated by Royal Ahold for such deposited
securities. The share depositary will then give a discretionary proxy to a
person designated by Royal Ahold to vote such deposited securities. No such
instruction, however, will be deemed given and no such discretionary proxy will
be given with respect to any matter as to which Royal Ahold informs the share
depositary that (1) Royal Ahold does not wish such proxy given, (2) substantial
opposition exists or (3) such matter materially and adversely affects the rights
of holders of common shares. There can be no assurance that the owners will
receive the notice described in this paragraph sufficiently prior to the date
established by the share depositary for the receipt of instructions to ensure
that the share depositary will in fact receive such instructions on or before
such date.
Reports and Other Communications
The share depositary will make available for inspection by owners at its
corporate trust office any reports and communications, including any proxy
soliciting material, received from Royal Ahold, that are (1) received by the
share depositary or the custodian or the nominee of either as the holder of the
deposited securities and (2) made generally available to the holders of such
deposited securities by Royal Ahold. The share depositary will also send to the
owners copies of these reports when furnished by Royal Ahold pursuant to the
share deposit agreement. Any such reports and communications furnished to the
share depositary by Royal Ahold will be furnished in English if required by the
SEC.
Amendment and Termination of the Share Deposit Agreement
Royal Ahold and the share depositary may amend the form of ADRs and the
share deposit agreement in any respect without the consent of the owners or
beneficial owners of ADRs. However, any amendment that imposes or increases any
fees or charges (other than taxes and other governmental charges, registration
fees, cable, telex or facsimile transmission costs, delivery costs or other such
expenses), or which otherwise prejudices any substantial existing right of
owners, will not take effect with respect to outstanding ADRs until the
expiration of 30 calendar days after notice of the amendment has been given to
the owners of outstanding ADRs. Every owner at the time any amendment becomes
effective will be considered, by continuing to hold such ADR, to consent and
agree to such amendment and to be bound by the share deposit agreement as
amended. No amendment may impair the right of the owner of any ADR to surrender
such ADR and receive the deposited securities, except to comply with applicable
law.
The share depositary may at any time at the direction of Royal Ahold
terminate the share deposit agreement by mailing notice of termination to the
owners of all outstanding ADRs at least 30 calendar days prior to the date fixed
in such notice for termination. The share depositary also may terminate the
share deposit agreement by mailing notice of termination to Royal Ahold and the
owners of all ADRs then outstanding if the share depositary has delivered to
Royal Ahold a written notice of its election to resign and a successor
depositary has not been appointed and accepted its appointment in accordance
with the terms of the share deposit agreement within 90 days after delivery of
the notice.
If any ADRs remain outstanding after the date of termination of the share
deposit agreement, the share depositary:
(1) will discontinue the registration of transfers of ADRs;
(2) will suspend the distribution of dividends to the owners thereof; and
(3) will not give any further notices or perform any further acts under
the share deposit agreement, except for the collection of dividends
and other distributions pertaining to the deposited securities, the
sale of rights and other property as provided in the share deposit
agreement and the delivery of deposited securities, together with any
dividends or other distributions received with respect thereto and the
net proceeds of the sale of any rights or other property, in exchange
for ADRs surrendered to the share depositary (after deducting the fees
of the share depositary for the surrender of an ADR and other expenses
set forth in the share deposit agreement and any applicable taxes or
governmental charges).
At any time after one year from the date of termination, the share
depositary may sell any remaining deposited securities. The share depositary may
hold the net proceeds of such sale, together with any other cash, unsegregated
and without liability for interest, for the pro rata benefit of the owners that
have not surrendered their ADRs. Any such owners will become general creditors
of the share depositary with respect to such net proceeds. After making such
sale, the share depositary will be discharged from all obligations under the
share deposit agreement, except to account for net proceeds and other cash,
after deducting, in each case, the fee of the share depositary for the surrender
of ADRs and other expenses set forth in the share deposit agreement and any
applicable taxes or other governmental charges.
Upon the termination of the share deposit agreement, Royal Ahold will be
discharged from all obligations under the share deposit agreement except for
certain obligations to the share depositary, as set forth in the share deposit
agreement.
Charges of Share Depositary
The share depositary will charge any party depositing or withdrawing common
shares or any party surrendering ADRs or to whom ADRs are issued, where
applicable:
(1) stock transfer or other taxes and other governmental charges;
(2) any transfer or registration fees as may from time to time be in
effect for the registration of transfers of common shares and
applicable to deposits or withdrawals;
(3) any cable, telex and facsimile transmission expenses as are provided
in the share deposit agreement to be at the expense of persons
depositing common shares or owners;
(4) any expenses incurred by the share depositary in the conversion of
foreign currency pursuant to the share deposit agreement;
(5) a fee not in excess of $5.00 per 100 ADS (or portion thereof) for the
issuance and surrender of ADRs pursuant to the share deposit agreement
(subject to the rules of any stock exchange on which the ADSs may be
listed for trading);
(6) a fee not in excess of $.02 per ADS (or portion thereof) for any cash
distribution made pursuant to the share deposit agreement;
(7) a fee for the distribution of securities pursuant to the share deposit
agreement; and
(8) any other charge payable by the share depositary, any of the share
depositary's agents, including the custodian, in connection with the
servicing of common shares or other deposited securities.
The share depositary, pursuant to the share deposit agreement, may own and
deal in any class of securities of Royal Ahold and its affiliates and in ADRs.
Liability of Owner for Taxes
If any tax or other governmental charge becomes payable by the custodian or
the share depositary with respect to any ADR or any deposited securities, the
tax or other governmental charge will be payable by the owner or beneficial
owner of the ADR to the share depositary. The share depositary may refuse to
make any transfer of the ADR or any withdrawal of the deposited securities
underlying the ADR until payment is made, and may withhold any dividends or
other distributions, or may sell any part of the deposited securities underlying
the ADR and may apply the dividends or other distributions or the proceeds of
the sale to pay the tax or other governmental charge. The owner or beneficial
owner of the ADR will remain liable for any deficiency.
Certain Other Provisions
Neither the share depositary nor Royal Ahold nor any of their respective
directors, employees, agents or affiliates will be liable to any owner or
beneficial owner of any ADR if the share depositary or Royal Ahold or any of
their respective directors, employees, agents, or affiliates shall be prevented,
delayed or forbidden from, or be subject to any civil or criminal penalty on
account of, doing or performing any act or thing which by the terms of the share
deposit agreement or the deposited securities it is provided will be done or
performed by reason of:
(1) any provision of any present or future law or regulation of the United
States, or any other country, or of any other governmental or
regulatory authority or stock exchange or inter-dealer quotation
system;
(2) any present or future provision of the Articles of Association of
Royal Ahold;
(3) any provision of any securities issued or distributed by Royal Ahold
or any offering or distribution thereof; or
(4) any act of God or war or other circumstances beyond its control.
Neither the share depositary nor Royal Ahold nor any of their respective
directors, officers, employees or agents or affiliates will incur any liability
to any owner or beneficial owner of any ADR by reason of any exercise of, or
failure to exercise, any discretion provided for under the share deposit
agreement.
Royal Ahold and the share depositary and their agents assume no obligation
and will not be subject to any liability under the share deposit agreement to
owners or beneficial owners of ADRs, except that they agree to perform their
respective obligations specifically set forth under the share deposit agreement
without negligence or bad faith.
Neither the share depositary nor Royal Ahold nor any of their agents will
be under any obligation to appear in, prosecute or defend any action, suit or
other proceeding in respect of any deposited securities or in respect of the
ADRs, which in its opinion may involve it in expense or liability, unless
indemnity satisfactory to it against all expense and liability will be furnished
as often as may be required. The custodian is responsible solely to the share
depositary, and it will not be under any obligation with respect to these
proceedings.
The share depositary, Royal Ahold and their agents will not be liable for
any action or nonaction by any of them in reliance upon the advice of or
information from legal counsel, accountants, any person presenting common shares
for deposit, any owner or any other person believed by any of them in good faith
to be competent to give such advice or information. Each of the share
depositary, Royal Ahold and their agents may rely and will be protected in
acting upon any written notice, request, direction or other document believed by
it to be genuine and to have been signed or presented by the proper party or
parties.
The share depositary will not be liable for any acts or omissions made by a
successor depositary.
The share depositary will not be responsible for any failure to carry out
any instructions to vote any of the deposited securities, or for the manner in
which any such vote is cast or the effect of any such vote, provided that any
such action or nonaction is in good faith.
No disclaimer of liability under the Securities Act is intended by any
provision of the share deposit agreement.
The share depositary may refuse to deliver ADRs, to register the transfer
of any ADR or to make any distribution on, or related to, common shares until it
has received such proof of citizenship or residence, exchange control approval
or other information as it may consider necessary or proper.
The delivery of ADRs against deposit of common shares may be suspended, or
the transfer of ADRs may be refused, or the registration of transfer of
outstanding ADRs may be suspended, during any period when the transfer books of
the share depositary are closed. Such delivery or transfer may also be refused,
or such registration or transfer may also be suspended, if any such action is
considered necessary or advisable by the share depositary or Royal Ahold because
of any requirement of law or of any government or governmental body or
commission, or under any provision of the share deposit agreement, or for any
other reason, subject to the following sentence. Notwithstanding anything to the
contrary in the share deposit agreement, the surrender of outstanding ADRs and
withdrawal of deposited securities may not be suspended, subject only to:
(1) temporary delays caused by closing the transfer books of the share
depositary or Royal Ahold or the deposit of common shares in
connection with voting at a shareholders' meeting or the payment of
dividends;
(2) the payment of fees, taxes and similar charges; and
(3) compliance with any U.S. or foreign laws or governmental regulations
relating to the ADRs or to the withdrawal of the deposited securities.
The share depositary will not knowingly accept for deposit under the share
deposit agreement any common shares required to be registered under the
provisions of the Securities Act unless a registration statement for such common
shares is in effect.
The share depositary will keep books at its corporate trust office for the
registration and transfer of ADRs, which at all reasonable times will be open
for inspection by the owners. Such inspection, however, cannot be for the
purpose of communicating with owners in the interest of a business or object
other than the business of Royal Ahold or a matter related to the share deposit
agreement or the ADRs.
The share depositary may appoint one or more co-transfer agents for the
purpose of effecting transfers, combinations and split-ups of ADRs at designated
transfer offices on behalf of the share depositary. In carrying out its
functions, a co-transfer agent may require evidence of authority and compliance
with applicable laws and other requirements by owners or persons entitled to
ADRs, and will be entitled to protection and indemnity to the same extent as the
share depositary.
Governing Law
The share deposit agreement and the ADRs will be governed by the laws of
the State of New York, except that Royal Ahold's authorization and execution of
the share deposit agreement will be governed by the laws of the Netherlands.
PLAN OF DISTRIBUTION
Royal Ahold and Ahold Finance may sell the securities through this
prospectus to or through underwriters or dealers or directly to other purchasers
or through agents.
The distribution of the securities may be carried out from time to time in
one or more transactions at a fixed price or prices, which may be changed, at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices.
In connection with the sale of securities, underwriters may receive
compensation from Royal Ahold or Ahold Finance, as the case may be, or from
purchasers of securities for whom they may act as agents in the form of
discounts, concessions or commissions. Underwriters may sell securities to or
through dealers and such dealers may receive compensation in the form of
discounts, concessions and commissions from the underwriters and commissions
from the purchasers for whom they may act as agents. Underwriters, dealers and
agents that participate in the distribution of securities may be deemed to be
underwriters, and any discounts or commissions received by them from Royal Ahold
or Ahold Finance, as the case may be, and any profit on the resale of securities
by them may be deemed to be underwriting discounts and commissions under the
Securities Act. Any such underwriter or agent will be identified, and any such
compensation received from Royal Ahold or Ahold Finance, as the case may be,
will be described in the applicable prospectus supplement.
Under agreements that may be entered into by Royal Ahold and, in the case
of securities to be issued by Ahold Finance, Ahold Finance, the underwriters,
dealers and agents who participate in the distribution of the securities offered
through this prospectus may be entitled to indemnification by Royal Ahold and,
in the case of securities to be issued by Ahold Finance, Ahold Finance, against
certain liabilities, including liabilities under the Securities Act.
The securities offered through this prospectus (other than common shares
and ADSs) will be new issues of securities with no established trading market.
Underwriters and agents to whom such securities are sold by Royal Ahold or Ahold
Finance, as the case may be, for public offering and sale may make a market in
such securities, but such underwriters and agents will not be obligated to do so
and may discontinue any market-making at any time without notice. No assurance
can be given as to the liquidity of the trading market for such securities.
Royal Ahold and Ahold Finance may authorize agents, underwriters or dealers
to solicit offers by certain institutional investors to purchase offered
securities which will be paid for and delivered on a future date specified in a
prospectus supplement. The obligations of any purchasers under this delayed
delivery and payment arrangements will not be subject to any conditions except
that the purchase at delivery must not be prohibited under the laws of any
jurisdiction in the United States to which the institution is subject.
VALIDITY OF SECURITIES
Certain matters of United States law relating to the securities offered
through this prospectus will be passed upon for Royal Ahold and Ahold Finance by
White & Case LLP, New York, New York. Certain Dutch legal matters relating to
the securities will be passed upon for Royal Ahold by De Brauw Blackstone
Westbroek N.V., Amsterdam, the Netherlands.
EXPERTS
Royal Ahold's consolidated financial statements as of January 2, 2000 and
January 3, 1999 and for each of the fiscal years in the three-year period ended
January 2, 2000 incorporated by reference from Royal Ahold's annual report on
Form 20-F for the fiscal year ended January 2, 2000 have been audited by
Deloitte & Touche, Accountants, independent auditors, as stated in their report,
which is incorporated herein by reference and have been so incorporated in
reliance upon the report of such firm given upon the authority of the firm as
experts in auditing and accounting.
<PAGE>
II-12
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses Of Issuance And Distribution
The expenses payable in connection with the issuance and distribution of
the securities being registered (other than underwriting discount)* are as
follows:
SEC registration fee....................................$ 987,500.00
Euronext Amsterdam, N.V. stock market filing fees....... 17,700.00
NYSE listing fees....................................... 450,000.00
Printing and engraving expenses......................... 350,000.00
Accounting fees and expenses............................ 300,000.00
Legal fees and expenses................................. 1,200,000.00
Rating agency fees...................................... 100,000.00
Trustees' and agents' fees and expenses................. 50,000.00
Blue sky fees and expenses.............................. 10,000.00
Netherlands capital tax................................. 7,500,000.00
Miscellaneous expenses.................................. 19,800.00
-------------
Total...............................$10,985,000.00
=============
-------------------
* Each of the expenses listed above is estimated except for the SEC
registration fee.
Item 15. Indemnification of Directors and Officers
Royal Ahold maintains insurance with respect to losses of any of its
directors or officers arising from any claim or claims by third parties against
such directors or officers for any wrongful act in their respective capacities.
Section 145 of the Delaware General Corporation Law authorizes and empowers
Ahold Finance to indemnify its directors, officers, employees and agents against
liabilities incurred in connection with, and related expenses resulting from,
any claim, action or suit brought against any such person as a result of his/her
relationship with Ahold Finance, when such person acted in good faith and in a
manner the person reasonably believed to be in, and not opposed to, the best
interests of Ahold Finance in connection with the acts or events on which such
claim, action or suit is based. The finding of either civil or criminal
liability on the part of such persons in connection with such acts or events is
not necessarily determinative of the question of whether such persons have met
the required standard of conduct and are, accordingly, entitled to be
indemnified. The foregoing statements are subject to the detailed provisions of
Section 145 of the Delaware General Corporation Law.
The By-laws of Ahold Finance provide that it shall indemnify and reimburse
all persons whom it may indemnify and reimburse pursuant to Section 145 of the
Delaware General Corporation Law, to the fullest extent permitted. The
indemnification provided for therein is not exclusive of any other rights to
which those entitled to receive indemnification or reimbursement hereunder may
be
<PAGE>
entitled under any statute, the Certificate of Incorporation or any By-law of
Ahold Finance or under any agreement, vote of shareholders or disinterested
directors or otherwise.
Item 16. Exhibits and Financial Statement Schedules
Exhibit
Number Description
1.1 Form of Underwriting Agreement with respect to common shares of Royal
Ahold (incorporated herein by reference to Exhibit 1.1 to Royal
Ahold's Report on Form 6-K dated May 4, 1999).
1.2 Form of Underwriting Agreement with respect to debt securities of
Royal Ahold (incorporated herein by reference to Exhibit 1.2 to Royal
Ahold's Report on Form 6-K dated May 4, 1999).
1.3 Form of Underwriting Agreement with respect to debt securities of
Ahold Finance (incorporated herein by reference to Exhibit 1.3 to
Royal Ahold's Report on Form 6-K dated May 4, 1999).
4.1 Amended Articles of Association of Royal Ahold (incorporated herein by
reference to Exhibit 1 to Royal Ahold's Report on Form 6-K dated
October 31, 2000).
4.2 Indenture for the issuance of senior debt securities of Royal Ahold,
to be dated on or about the date of the issuance of the first series
of senior debt securities thereunder, between Royal Ahold and The
Chase Manhattan Bank (including the form of senior debt securities).
4.3 Indenture for the issuance of subordinated debt securities of Royal
Ahold, dated as of September 30, 1998 (the "Royal Ahold Subordinated
Indenture"), between Royal Ahold and The Bank of New York (including
the form of subordinated debt securities).
4.4 Series 1998-A Supplemental Indenture dated as of September 30, 1998 to
the Royal Ahold Subordinated Indenture.
4.5 Series 2000-A Supplemental Indenture dated as of May 19, 2000 to the
Royal Ahold Subordinated Indenture.
4.6 Form of Third Supplemental Indenture dated as of December 15, 2000 to
the Royal Ahold Subordinated Indenture.
4.7 Indenture for the issuance of guaranteed senior debt securities of
Ahold Finance, dated as of April 29, 1999 (the "Ahold Finance Senior
Indenture"), among Ahold Finance, Royal Ahold, as guarantor, and The
Chase Manhattan Bank (including the form of guaranteed senior debt
securities) (incorporated
<PAGE>
herein by reference to Exhibit 4.4 to Royal Ahold's Report on Form 6-K
dated May 4, 1999).
4.8 Indenture Supplement, dated as of April 29, 1999 to the Ahold Finance
Senior Indenture (incorporated herein by reference to Exhibit 4.6 to
Royal Ahold's Report on Form 6-K dated May 4, 1999).
4.9 2000-A Indenture Supplement, dated as of July 20, 2000 to the Ahold
Finance Senior Indenture.
4.10 Form of Third Indenture Supplement, dated as of December 15, 2000 to
the Ahold Finance Senior Indenture.
4.11 Indenture for the issuance of guaranteed subordinated debt securities
of Ahold Finance, to be dated on or about the date of issuance of the
first series of guaranteed subordinated debt securities thereunder,
among Ahold Finance, Royal Ahold, as guarantor, and The Bank of New
York (including the form of guaranteed subordinated debt securities).
4.12 Deposit Agreement dated as of January 20, 1998 among Royal Ahold, The
Bank of New York, as depositary, and holders and beneficial owners
from time to time of American depositary receipts issued thereunder,
including the form of American depositary receipt, relating to Royal
Ahold's common shares (incorporated herein by reference to Exhibit 4.1
to Royal Ahold's Report on Form 6-K dated March 31, 1998).
4.13 Form of Warrant Agreement between Royal Ahold and a warrant agent to
be named, relating to warrants to subscribe for debt securities of
Royal Ahold (incorporated by reference to Exhibit 4.7 to the
Registration Statement of Royal Ahold and Ahold Finance on Form F-3
and Form S-3 (Nos. 333-71383 and 333-71383-01)).
4.14 Form of Warrant Agreement between Ahold Finance and a warrant agent to
be named, relating to warrants to subscribe for debt securities of
Ahold Finance (incorporated herein by reference to Exhibit 4.8 to the
Registration Statement of Royal Ahold and Ahold Finance on Form F-3
and Form S-3 (Nos. 333-71383 and 333-71383-01)).
5.1 Opinion of De Brauw Blackstone Westbroek N.V., Dutch counsel to Royal
Ahold, as to certain Dutch legal matters relating to the common shares
and the financing preferred shares issuable by Royal Ahold.
5.2 Opinion of De Brauw Blackstone Westbroek N.V., Dutch counsel to Royal
Ahold, as to certain Dutch legal matters relating to the debt
securities issuable by Royal Ahold and the warrants to subscribe to
such debt securities.
5.3 Opinion of White & Case LLP, U.S. counsel to Royal Ahold and Ahold
<PAGE>
Finance, as to certain U.S. legal matters relating to the debt
securities issuable by Royal Ahold, the warrants to subscribe to such
debt securities, the guarantees by Royal Ahold of the debt securities
issuable by Ahold Finance, the debt securities issuable by Ahold
Finance and the warrants to subscribe to such debt securities.
5.4 Opinion of De Brauw Blackstone Westbroek N.V., Dutch counsel to Royal
Ahold, as to certain Dutch legal matters relating to the guarantee by
Royal Ahold of the debt securities issuable by Ahold Finance.
12.1 Computation of ratio of earnings to fixed charges of Royal Ahold.
12.2 Computation of ratio of earnings to combined fixed charges and
preferred share dividends of Royal Ahold.
23.1 Consent of De Brauw Blackstone Westbroek N.V. (included in Exhibits
5.1, 5.2 and 5.4).
23.2 Consent of White & Case LLP (included in Exhibit 5.3).
23.3 Consent of Deloitte & Touche, Accountants, independent auditors to
Royal Ahold.
24 Powers of Attorney of Royal Ahold and Ahold Finance (included on Pages
II-7 and II-9 of this Registration Statement).
25.1 Form of T-1 Statement of Eligibility under the Trust Indenture Act of
1939, as amended, of The Chase Manhattan Bank, as senior debt trustee
under the indenture relating to senior debt securities issuable by
Royal Ahold.
25.2 Form of T-1 Statement of Eligibility under the Trust Indenture Act of
1939, as amended, of The Bank of New York, as subordinated debt
trustee under the Royal Ahold Subordinated Indenture.
25.3 Form T-1 Statement of Eligibility under the Trust Indenture Act of
1939, as amended, of The Chase Manhattan Bank, as senior debt trustee
under the Ahold Finance Senior Indenture.
25.4 Form T-1 Statement of Eligibility under the Trust Indenture Act of
1939, as amended, of The Bank of New York, as subordinated debt
trustee under the indenture relating to guaranteed subordinated debt
securities issuable by Ahold Finance.
<PAGE>
Item 17. Undertakings
The undersigned Registrants hereby undertake:
(1) to file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) to reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) under the
Securities Act if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective registration statement; and
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrants pursuant to Section 13 or Section 15(d) of
the Exchange Act that are incorporated by reference in the registration
statement;
(2) that, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof;
(3) to remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering;
(4) to file a post-effective amendment to the registration statement
to include any financial statements required by Item 8.A of Form 20-F at
the start of any delayed offering or throughout a continuous offering.
Financial statements and information otherwise required by Section 10(a)(3)
of the Securities Act need not be furnished, provided that the Registrants
include in the prospectus, by means of a post-effective amendment,
financial statements required pursuant to this paragraph (4) and other
information necessary to ensure that all other information in the
prospectus is at least as current as the date of those financial
statements. Notwithstanding the foregoing, a post-effective amendment need
not be filed to include financial statements and information required by
Section 10(a)(3) of the Securities Act or Item 8.A of Form 20-F if such
financial statements and information are contained in periodic reports
<PAGE>
filed with or furnished to the Commission by the Registrants pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this registration statement; and
(5) that, for purposes of determining any liability under the
Securities Act, each filing of Royal Ahold's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by
reference in this registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrants pursuant to the foregoing provisions, or otherwise, the Registrants
have been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrants of expenses incurred or
paid by a director, officer or controlling person of the Registrants in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrants will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Royal Ahold
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form F-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Zaandam, the Netherlands, on this 29th day of
December, 2000.
KONINKLIJKE AHOLD N.V.
By: /s/ A.H.P.M. VAN TIELRADEN
-------------------------------
Name: A.H.P.M. van Tielraden
Title: Senior Vice-President
and General Counsel
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints A.H.P.M. van Tielraden and A. Buitenhuis, and
each of them severally, his true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite or necessary to be done in and about the premises,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all the said attorneys-in-fact and agents or either of
them, or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons (who comprise a
majority of the Corporate Executive Board) in the capacities indicated, on
December 29, 2000.
Signature Title
/s/ C.H. VAN DER HOEVEN President of the Corporate Executive
-------------------------- Board and Chief Executive Officer
C.H. van der Hoeven (Principal Executive Officer)
/s/ J.G. ANDREAE Member of the Corporate Executive
-------------------------- Board and Executive Vice-President
J.G. Andreae
/s/ A.M. MEURS Member of the Corporate Executive
-------------------------- Board and Chief Financial Officer
A.M. Meurs (Principal Financial Officer)
/s/ A.S. NODDLE Member of the Corporate Executive
-------------------------- Board and Executive Vice-President
A.S. Noddle
<PAGE>
/s/ R.G. TOBIN Member of the Corporate Executive
-------------------------- Board and Executive Vice-President
R.G. Tobin
/s/ L.A.P.A. VERHELST Senior Vice-President Administration
-------------------------- (Principal Accounting Officer)
L.A.P.A. Verhelst
/s/ E.J. SMITH Authorized Representative in the
-------------------------- United States
E.J. Smith
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Ahold
Finance U.S.A., Inc. certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Wilmington, Delaware, on this 29th day of
December, 2000.
AHOLD FINANCE U.S.A., INC.
By: /s/ ERNIE J. SMITH
----------------------------
Name: Ernie J. Smith
Title: Vice-President and Assistant
Secretary
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Ernie J. Smith and Daniel C. Tiedge his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this registration statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all the said attorneys-in-fact and agents or either of them, or his
or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons (who include a
majority of the Board of Directors) in the capacities indicated, on December 29,
2000.
Signature Title
/s/ ROBERT G. TOBIN Chairman of the Board of Directors
---------------------------
Robert G. Tobin
/s/ ERNIE J. SMITH Director, Vice-President and
---------------------------- Assistant Secretary
Ernie J. Smith
/s/ DANIEL C. TIEDGE Director and Vice-President
----------------------------
Daniel C. Tiedge
/s/ MILDRED F. SMITH President and Treasurer
--------------------------- (Principal Executive Officer,
Mildred F. Smith Principal Financial Officer and
Principal Accounting Officer)
<PAGE>
EXHIBIT INDEX
Exhibit
Number Exhibit Description
1.1 Form of Underwriting Agreement with respect to common shares of Royal
Ahold (incorporated herein by reference to Exhibit 1.1 to Royal
Ahold's Report on Form 6-K dated May 4, 1999).
1.2 Form of Underwriting Agreement with respect to debt securities of
Royal Ahold (incorporated herein by reference to Exhibit 1.2 to Royal
Ahold's Report on Form 6-K dated May 4, 1999).
1.3 Form of Underwriting Agreement with respect to debt securities of
Ahold Finance (incorporated herein by reference to Exhibit 1.3 to
Royal Ahold's Report on Form 6-K dated May 4, 1999).
4.1 Amended Articles of Association of Royal Ahold (incorporated herein by
reference to Exhibit 1 to Royal Ahold's Report on Form 6-K dated
October 31, 2000).
4.2 Indenture for the issuance of senior debt securities of Royal Ahold,
to be dated on or about the date of the issuance of the first series
of senior debt securities thereunder, between Royal Ahold and The
Chase Manhattan Bank (including the form of senior debt securities).
4.3 Indenture for the issuance of subordinated debt securities of Royal
Ahold, dated as of September 30, 1998 (the "Royal Ahold Subordinated
Indenture"), between Royal Ahold and The Bank of New York (including
the form of subordinated debt securities).
4.4 Series 1998-A Supplemental Indenture dated as of September 30, 1998 to
the Royal Ahold Subordinated Indenture.
4.5 Series 2000-A Supplemental Indenture dated as of May 19, 2000 to the
Royal Ahold Subordinated Indenture.
4.6 Form of Third Supplemental Indenture dated as of December 15, 2000 to
the Royal Ahold Subordinated Indenture.*
4.7 Indenture for the issuance of guaranteed senior debt securities of
Ahold Finance, dated as of April 29, 1999 (the "Ahold Finance Senior
Indenture"), among Ahold Finance, Royal Ahold, as guarantor, and The
Chase Manhattan Bank (including the form of guaranteed senior debt
securities) (incorporated herein by reference to Exhibit 4.4 to Royal
Ahold's Report on Form 6-K dated May 4, 1999).
4.8 Indenture Supplement, dated as of April 29, 1999 to the Ahold Finance
Senior Indenture (incorporated herein by reference to Exhibit 4.6 to
Royal Ahold's Report on Form 6-K dated May 4, 1999).
4.9 2000-A Indenture Supplement, dated as of July 20, 2000 to the Ahold
Finance Senior Indenture.
4.10 Form of Third Indenture Supplement, dated as of December 15, 2000 to
the Ahold Finance Senior Indenture.*
4.11 Indenture for the issuance of guaranteed subordinated debt securities
of Ahold Finance, to be dated on or about the date of issuance of the
first series of guaranteed subordinated debt securities thereunder,
among Ahold Finance, Royal Ahold, as guarantor, and The Bank of New
York (including the form of guaranteed subordinated debt securities).
4.12 Deposit Agreement dated as of January 20, 1998 among Royal Ahold, The
Bank of New York, as depositary, and holders and beneficial owners
from time to time of American depositary receipts issued thereunder,
including the form of American depositary receipt, relating to Royal
Ahold's common shares (incorporated herein by reference to Exhibit 4.1
to Royal Ahold's Report on Form 6-K dated March 31, 1998).
4.13 Form of Warrant Agreement between Royal Ahold and a warrant agent to
be named, relating to warrants to subscribe for debt securities of
Royal Ahold (incorporated by reference to Exhibit 4.7 to the
Registration Statement of Royal Ahold and Ahold Finance on Form F-3
and Form S-3 (Nos. 333-71383 and 333-71383-01)).
4.14 Form of Warrant Agreement between Ahold Finance and a warrant agent to
be named, relating to warrants to subscribe for debt securities of
Ahold Finance (incorporated herein by reference to Exhibit 4.8 to the
Registration Statement of Royal Ahold and Ahold Finance on Form F-3
and Form S-3 (Nos. 333-71383 and 333-71383-01)).
5.1 Opinion of De Brauw Blackstone Westbroek N.V., Dutch counsel to Royal
Ahold, as to certain Dutch legal matters relating to the common shares
and the financing preferred shares issuable by Royal Ahold.*
5.2 Opinion of De Brauw Blackstone Westbroek N.V., Dutch counsel to Royal
Ahold, as to certain Dutch legal matters relating to the debt
securities issuable by Royal Ahold and the warrants to subscribe to
such debt securities.*
5.3 Opinion of White & Case LLP, U.S. counsel to Royal Ahold and Ahold
Finance, as to certain U.S. legal matters relating to the debt
securities issuable by Royal Ahold, the warrants to subscribe to such
debt securities, the guarantees by Royal Ahold of the debt securities
issuable by Ahold Finance, the debt securities issuable by Ahold
Finance and the warrants to subscribe to such debt securities.*
5.4 Opinion of De Brauw Blackstone Westbroek N.V., Dutch counsel to Royal
Ahold, as to certain Dutch legal matters relating to the guarantee by
Royal Ahold of the debt securities issuable by Ahold Finance.*
12.1 Computation of ratio of earnings to fixed charges of Royal Ahold.
12.2 Computation of ratio of earnings to combined fixed charges and
preferred share dividends of Royal Ahold.
23.1 Consent of De Brauw Blackstone Westbroek N.V. (included in Exhibits
5.1, 5.2 and 5.4).*
23.2 Consent of White & Case LLP (included in Exhibit 5.3).*
23.3 Consent of Deloitte & Touche, Accountants, independent auditors to
Royal Ahold.
24 Powers of Attorney of Royal Ahold and Ahold Finance (included on Pages
II-7 and II-9 of this Registration Statement).
25.1 Form of T-1 Statement of Eligibility under the Trust Indenture Act of
1939, as amended, of The Chase Manhattan Bank, as senior debt trustee
under the indenture relating to senior debt securities issuable by
Royal Ahold.*
25.2 Form of T-1 Statement of Eligibility under the Trust Indenture Act of
1939, as amended, of The Bank of New York, as subordinated debt
trustee under the Royal Ahold Subordinated Indenture.*
25.3 Form T-1 Statement of Eligibility under the Trust Indenture Act of
1939, as amended, of The Chase Manhattan Bank, as senior debt trustee
under the Ahold Finance Senior Indenture.*
25.4 Form T-1 Statement of Eligibility under the Trust Indenture Act of
1939, as amended, of The Bank of New York, as subordinated debt
trustee under the indenture relating to guaranteed subordinated debt
securities issuable by Ahold Finance.*
--------------
* Filed on December 29, 2000.
