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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. 4 - Final Amendment)
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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: [X]
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<PAGE>
This Amendment No. 4 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 11. Additional Information.
Item 11 is amended by adding at the end thereof the following:
"On April 11, 2000, the Purchaser accepted for purchase, pursuant to
the Offer, 100,400,644.68 shares of Common Stock at a price of $26.00 per
share of Common Stock, net to the seller in cash, without interest
thereon."
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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 11, 2000 KONINKLIJKE AHOLD N.V.
By: /s/ Robert G. Tobin
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Name: Robert G. Tobin
Title: Executive Vice President
Dated: April 11, 2000 SNOW ACQUISITION, INC.
By: /s/ Robert G. Tobin
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Name: Robert G. Tobin
Title: President
