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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE TO/A
(Rule 14d-100)
Tender Offer Statement
Under Section 14(d)(1) or 13(e)(1) of the
Securities Exchange Act of 1934
(Amendment No. 3)
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U.S. Foodservice
(Name of Subject Company)
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Koninklijke Ahold N.V. (Royal Ahold)
Snow Acquisition, Inc.
(Names of Filing Persons)
Common Stock, par value $.01 per share
(Title of Class of Securities)
90331R101
(CUSIP Number of Class of Securities)
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Ton van Tielraden, Esq.
Koninklijke Ahold N.V.
Albert Heijnweg 1
1507 EH Zaandam
The Netherlands
011-31-75-659-9111
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Filing Persons)
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Copies to:
John M. Reiss, Esq.
Oliver C. Brahmst, Esq.
White & Case LLP
1155 Avenue of the Americas
New York, New York 10036
(212) 819-8200
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer. Check the appropriate boxes
below to designate any transactions to which the statement relates:
[X] third-party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]
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<PAGE>
This Amendment No. 3 amends and supplements the Tender Offer Statement on
Schedule TO filed on March 13, 2000, as amended, relating to the offer by Snow
Acquisition, Inc. (the "Purchaser"), a Delaware corporation, and an indirect
wholly owned subsidiary of Koninklijke Ahold N.V. ("Parent"), a public company
with limited liability incorporated under the laws of The Netherlands with its
corporate seat in Zaandam (Municipality Zaanstad), The Netherlands, to purchase
all of the issued and outstanding shares of Common Stock, par value $.01 per
share, of U.S. Foodservice (the "Company"), including the associated preferred
stock purchase rights issued pursuant to the Amended and Restated Rights
Agreement, dated as of October 4, 1999 and amended as of March 6, 2000, by and
between the Company and ChaseMellon Shareholder Services, L.L.C., as Rights
Agent (such common stock and preferred stock purchase rights are referred to
herein together as the "Common Stock"), at a price of $26.00 per share of Common
Stock, net to the seller in cash, without interest thereon, upon the terms and
subject to the conditions set forth in the Offer to Purchase, dated March 13,
2000 (the "Offer to Purchase"), and in the related Letter of Transmittal (which,
as they may be amended and supplemented from time to time, together constitute
the "Offer").
Item 8. Interest in Securities of the Subject Company.
Item 8 is hereby amended to add at the end thereof the following:
"The Offer expired as scheduled at 12:00 midnight, New York City time,
on Friday, April 7, 2000. Based on preliminary information provided by the
Depositary, a total of 100,400,644.68 shares of Common Stock (including
11,545,654 shares of Common Stock subject to guarantees of delivery) have
been validly tendered pursuant to the Offer.
Parent and the Purchaser have been informed by the Company's transfer
agent that the number of issued and outstanding shares of Common Stock as
of April 7, 2000, the date of the expiration of the Offer, was
103,091,686.49. Accordingly, the percentage of shares of Common Stock that
were tendered pursuant to the Offer is 97.4%.
Subject to satisfaction of the requirements of the Delaware General
Corporation Law ("DGCL"), at the relevant time Parent intends to cause the
Purchaser to merge with and into the Company pursuant to a "short form"
merger under the DGCL, resulting in the Company becoming an indirect wholly
owned subsidiary of Parent. In the merger, each outstanding share of Common
Stock (other than shares of Common Stock held by Parent, the Company or any
of their respective subsidiaries and shares of Common Stock with respect to
which appraisal rights are exercised under the DGCL) will be converted into
the right to receive $26.00 per share of Common Stock in cash and without
interest."
Item 11. Additional Information.
Item 11 is amended by adding at the end thereof the following:
"On April 10, 2000, Parent and the Company issued a press release
announcing that the Offer had expired at 12:00 midnight, New York City
time, on Friday, April 7, 2000. A copy of the press release is attached
hereto as Exhibit (a)(14) and is incorporated herein by reference."
Item 12 Exhibits.
Item 12 is hereby amended and supplemented by adding the following:
(a)(14) Press Release announcing the expiration of the Offer dated April
10, 2000.
<PAGE>
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: April 10, 2000 KONINKLIJKE AHOLD N.V.
By: /s/ Robert G. Tobin
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Name: Robert G. Tobin
Title: Executive Vice President
Dated: April 10, 2000 SNOW ACQUISITION, INC.
By: /s/ Robert G. Tobin
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Name: Robert G. Tobin
Title: President
Press Release
Royal Ahold
Public Relations
Date: April 10, 2000
For more information: +31 75 659 57 20
Ahold successfully completes
tender offer for U.S. Foodservice
Zaandam, The Netherlands / Columbia, Maryland (USA), April 10, 2000 - Royal
Ahold, the international food provider, and U.S. Foodservice, America's
second-largest broadline foodservice distributor, today announced the successful
completion of Ahold's tender offer for all outstanding shares of common stock of
U.S. Foodservice.
Based on preliminary information provided by the depositary, a total of
100,400,644.68 shares shares of common stock were validly tendered. This total
represents approximately 97.4% of the 103,091,686.49 outstanding shares of
common stock. Ahold will accept these shares for payment on Tuesday, April 11,
2000. This share amount includes 11,545,654 shares subject to guarantees of
delivery. Ahold's tender offer for U.S. Foodservice, which commenced on March
13, 2000, expired at 12:00 midnight on April 7, 2000.
Ahold intends to make prompt payment for the shares of common stock validly
tendered pursuant to the tender offer. The company will then merge its
wholly-owned acquisition subsidiary into U.S. Foodservice, resulting in U.S.
Foodservice becoming a wholly-owned subsidiary of Ahold USA. The merger is
expected to close no later than April 12, 2000. As a result of this transaction,
Ahold USA will become a USD 30 billion multi-channel food provider servicing
over 20 million US households every week through its solid store network,
institutional operations and the internet.
U.S. Foodservice
U.S. Foodservice, with annualized sales of close to USD 7 billion, is one of the
largest broadline foodservice distributors in the United States. The company
distributes food and related products to restaurants and institutional
foodservice establishments across the continental United States. U.S.
Foodservice markets and distributes national, private label and signature brand
items to over 143,000 foodservice customers, including restaurants, hotels,
healthcare facilities, cafeterias and schools. U.S. Foodservice's diverse
customer base encompasses independent and chain businesses as well as consumers
through its e-commerce website www.nextdaygourmet.com.
Royal Ahold
Ahold operates 4,000 supermarkets, superstores, hypermarkets and other store
formats in the United States, Europe, Latin America and Asia, with 1999 sales of
Euro 33.6 billion and net earnings of Euro 752.1 million. The company employs
over 300,000 associates and serves approximately 30 million customers every
week. Ahold shares are listed in Amsterdam, Zurich and as ADRs on the New York
Stock Exchange (AHO).
Ahold Public Relations, tel.: +31 75 659 5720
After office hours: Hans Gobes: +31 6 55 82 22 98; Jan Hol: +31 6 22 93 31 37
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This press release includes forward-looking statements that involve risks and
uncertainties that could cause actual results to differ materially, including
risks associated with completion of a definitive agreement for the venture and
related approvals, acceptance of the exchange model within the industry,
unanticipated costs, competition from other providers, technological challenges
and other factors. This press release does not constitute an offer; an offer may
only be made by means of a prospectus.
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