SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
AMENDMENT NO. 8
TO
SCHEDULE 14D-1
Tender Offer Statement
Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934
and
AMENDMENT NO. 8
TO
SCHEDULE 13D
Under the Securities Exchange Act of 1934
______________________
THE STOP & SHOP COMPANIES, INC.
(Name of Subject Company)
KONINKLIJKE AHOLD NV
(ROYAL AHOLD)
AHOLD U.S.A. HOLDINGS, INC.
AHOLD ACQUISITION SUB, INC.
(Bidders)
______________________
Common Stock, par value $.01 per share
(Title of Class of Securities)
862099 10 8
(CUSIP Number of Class of Securities)
______________________
PAUL P.J. BUTZELAAR
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
KONINKLIJKE AHOLD NV
ALBERT HEIJNWEG 1
1507 EH ZAANDAM
THE NETHERLANDS
(011) 31-75-659-5775
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidders)
______________________
Copy to:
John M. Reiss, Esq.
White & Case
1155 Avenue of the Americas
New York, New York 10036
(212) 819-8200
<PAGE>
This Amendment No. 8 amends and supplements the Tender Offer
Statement on Schedule 14D-1 and the Schedule 13D Statement filed on April 3,
1996 (as amended and supplemented, the "Statement") relating to the offer by
Ahold Acquisition Sub, Inc., a Delaware corporation (the "Purchaser") and a
direct wholly owned subsidiary of Ahold U.S.A. Holdings, Inc., a Delaware
corporation ("USA") and an indirect wholly owned subsidiary of Koninklijke
Ahold nv (also referred to as Royal Ahold), a corporation organized under the
laws of The Netherlands ("Parent"), to purchase all the outstanding shares of
common stock, par value $.01 per share (the "Shares"), of The Stop & Shop
Companies, Inc., a Delaware corporation (the "Company"), at a price of $33.50
per Share, net to the seller in cash, subject to increase to $34.50 per share
as set forth in the Introduction to the Offer to Purchase dated April 3, 1996
(the "Offer to Purchase"), without interest thereon, upon the terms and
subject to the conditions set forth in the Offer to Purchase and in the
related Letter of Transmittal.
ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 4 of the Statement is hereby amended and supplemented as
follows:
On June 24, 1996, Parent filed with the Securities and Exchange
Commission a Registration Statement on Form F-3 (the "Registration Statement")
relating to a global offering (the "Global Offering") of its common shares,
par value Dutch Guilders 1.25 per share, in the form of common shares or
American Depositary Shares, each American Depositary Share representing the
right to receive one common share. Receipts representing common shares. If
Parent receives the proceeds of the Global Offering prior to the purchase of
Shares in the Offer, Parent intends to use the net proceeds thereof to finance
the Offer and Merger, and does not expect to use any of the proceeds of the $2
billion unsecured loan facility (the "Facility") available to it under the
Facility Agreement dated as of April 12, 1996, by and among Parent, ABN AMRO
Bank nv, Goldman Sachs International and J.P. Morgan Securities, Ltd., as
Arrangers, Morgan Guaranty Trust Company of New York, as Facility Agent, and
ABN AMRO Bank nv, Pearl Street L.P. (an affiliate of the Dealer Managers) and
J.P. Morgan Securities, Ltd., as lenders, for such financing. In the event
the Offer is consummated prior to the closing of the Global Offering, Parent
intends to use the proceeds of the Facility to finance the Offer and Merger.
The amount of funds required to purchase all of the outstanding Shares
pursuant to the Offer and Merger and to pay related fees and expenses is
expected to be approximately $1.8 billion, assuming Antitrust Approvals for
the transaction are received prior to July 31, 1996 and the Offer Price is not
required to be increased to $34.50 per Share.
ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER
Item 5 of the Statement is hereby amended and supplemented as
follows:
In the Registration Statement, Parent's management stated that it
believes the Merger will create significant opportunities for achieving cost
savings and improving efficiency through consolidation and coordination
effected between Parent's existing U.S. activities and those of the Company.
The combined U.S. operations are expected to benefit from the following
factors: improved purchasing efficiencies, especially with respect to items
such as non-food products and private label goods; broadened economies of
scale resulting from expanded utilization of non-food distribution centers; a
reduction of overhead costs resulting from rationalization measures
implemented in certain administrative areas such as information technology,
system development and general corporate functions; improved store
contributions resulting from the application of the Company's experience in
the superstore concept and, in particular, its expertise in selling general
merchandise and prepackaged meals, as well as marketing of the "one-stop-
shopping" concept to a wider universe of stores; and the inclusion of the
<PAGE>
Company in USA's current ongoing cost savings programs such as store labor
efficiency, category management and efficient distribution.
Upon completion of the Merger, Parent's management, in cooperation
with the Company's management, intends to perform a more detailed analysis of
the Company and the combined U.S. group operating structure before finalizing
its assessment of the cost savings opportunities. In connection with such an
operating review and analysis, Parent will determine the specific actions
which it will take in order to realize the costs savings described above, and
will assess the extent and nature of the concomitant expenses which may be
incurred in implementing specific programs.
<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.
KONINKLIJKE AHOLD NV
By:/s/ PAUL P.J. BUTZELAAR
________________________
Name: Paul P.J. Butzelaar
Title: Attorney-In-Fact
AHOLD U.S.A. HOLDINGS, INC.
By:/s/ PAUL P.J. BUTZELAAR
________________________
Name: Paul P.J. Butzelaar
Title: Attorney-In-Fact
AHOLD ACQUISITION SUB, INC.
By:/s/ PAUL P.J. BUTZELAAR
________________________
Name: Paul P.J. Butzelaar
Title: Vice President
Dated: June 24, 1996
