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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
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(AMENDMENT NO. 1)
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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
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[ ] 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. 1 amends and supplements the Tender Offer Statement on
Schedule TO filed on March 13, 2000 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(a) and (b) is hereby amended to add at the end thereof the
following:
At 11:59 p.m., New York City time, on March 25, 2000, the 15-day waiting
period applicable to the Offer under the Hart-Scott-Rodino Antitrust Improvement
Act of 1976, as amended, expired. On March 27, 2000, Parent issued a press
release, a copy of which is attached hereto as Exhibit (a)(13) and is
incorporated herein by reference.
ITEM 12. MATERIAL TO BE FILED AS EXHIBITS.
Item 12 is hereby amended and supplemented by adding the following:
(a)(13) Press Release announcing the expiration of the HSR waiting period
dated March 27, 2000, issued by Parent.
<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: March 27, 2000 KONINKLIJKE AHOLD N.V.
By: /s/ Robert G. Tobin
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Name: Robert G. Tobin
Title: Executive Vice President
Dated: March 27, 2000 SNOW ACQUISITION, INC.
By: /s/ Robert G. Tobin
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Name: Robert G. Tobin
Title: President
Exhibit (a)(13)
AHOLD
ROYAL AHOLD
Public Relations
Date: March 27, 2000
For more information: +3175 659 57 20
AHOLD'S ACQUISITION OF U.S. FOODSERVICE CLEARS HSR
REGULATORY HURDLE SUCCESSFULLY
Tender offer expires April 7
Zaandam, The Netherlands / Columbia, Maryland (US), March 27, 2000 - Royal
Ahold, the international food provider, and U.S. Foodservice announced today
that the waiting period required under the United States Hart-Scott-Rodino (HSR)
Antitrust Improvements Act expired on March 25, 2000 in connection with Ahold's
acquisition of U.S. Foodservice. Ahold and U.S. Foodservice announced on March 7
their agreement providing for Ahold's acquisition of all outstanding common
shares of U.S. Foodservice, America's second largest foodservice distributor.
Now that the waiting period has expired, Ahold has cleared the HSR regulatory
hurdle successfully. Ahold's tender offer for U.S. Foodservice, which commenced
on March 13, 2000, is scheduled to expire at 12:00 midnight, New York City time,
on Friday, April 7, 2000.
U.S. FOODSERVICE
U.S. Foodservice, with sales of approximately USD 7 billion, is one of the
largest broadline foodservice distributors in the United States, distributing
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. Ahold shares are
listed in Amsterdam, Zurich and as ADRs on the New York Stock Exchange (AHO).
Ahold Public Relations: +31 75 659 5720.
After office hours: Hans Gobes +31 655 822 298, Jan Hol +31 622 933 137.
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Royal Ahold press releases may contain 'forward-looking' statements. Actual
results may differ from such statements as they may have been influenced by
factors beyond the Company's ability to control.
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Albert Heijnweg 1, Zaandam
P.O. Box 3050, 1500 HB Zaandam
The Netherlands
Phone: +31 (0)75 659 5720
Fax: +31 (0)75 659 8302
