SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
AMENDMENT NO. 7
TO
SCHEDULE 14D-1
Tender Offer Statement
Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934
and
AMENDMENT NO. 7
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. 7 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 9. FINANCIAL STATEMENTS OF CERTAIN BIDDERS
Item 9 of the Statement is hereby amended and supplemented as
follows:
On June 13, 1996, Parent issued a press release announcing financial
results for the first quarter of 1996. The full text of the press release is
set forth in Exhibit (a)(13) and is incorporated herein by reference.
ITEM 10. ADDITIONAL INFORMATION
Item 10(f) of the Statement is hereby amended and supplemented as
follows:
On June 14, 1996, Parent issued a press release announcing that it
has extended the period during which the Offer will remain open to 12
midnight, US Eastern time, on Friday, June 28, 1996. The full text of the
press release is set forth in Exhibit (a)(14) and is incorporated herein by
reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS
Item 11 of the Statement is hereby amended and supplemented to add
the following:
(a)(13) Press Release issued by Parent on June 13, 1996.
(a)(14) Press Release issued by Parent on June 14, 1996.
<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 14, 1996
<PAGE>
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Description Pages
<S> <C> <C>
Exhibit (a)(13) Press Release issued by
Parent on June 13, 1996.
Exhibit (a)(14) Press Release issued by
Parent on June 14, 1996.
</TABLE>
<TABLE>
<S> <C>
[Ahold-Logo] Press Release
Royal Ahold
Corporate Communications
Date: June 13, 1996
For more information: 31 75 6595720
</TABLE>
AHOLD 1ST QUARTER NET EARNINGS INCREASE 15.7% TO NLG 138.4 MILLION
HIGHLIGHTS
- - Net earnings increase 15.7% to NLG 138.4 million
- - Earnings per share up 12.1%
- - Operating result increases 17.4% to NLG 274 million
NET EARNINGS TO NLG 138.4 MILLION
Zaandam, The Netherlands, June 13, 1996 -- In the first quarter of 1996 (16
weeks ending April 21), Royal Ahold achieved net earnings of NLG 138.4 million
(1995: NLG 119.6 million), a 15.7% rise. This growth reflects a further
increase in operating results, an increase in net financial expense and a
slightly higher tax burden.
Earnings per common share amounted to NLG 1.11 (1995: NLG 0.99), an increase
of 12.1%. The average number of shares outstanding increased by 3.5% to
124,440,397.
SALES CONTINUE TO RISE
Consolidated sales in guilder terms amounted to NLG 9.5 billion (1995: NLG 8.6
billion), a rise of 10.8%.
In The Netherlands sales rose to NLG 4.4 billion, an increase of 2.9%. Albert
Heijn sales in this quarter increased 2.9%, exclusive of the supermarket chain
Primarkt acquired in the
2nd quarter. Schuitema's sales to affiliated independent supermarkets
increased 4.5%.
Albert Heijn managed to maintain its market position, while Schuitema had a
slight market share increase. At Ahold Specialty Stores, Etos and Gall & Gall
increased sales considerably and improved their market share. Ahold
Institutional Food Supply sales were at about last year's level.
In other countries in Europe (Portugal and the Czech Republic), sales amounted
to NLG 524.5 million in this period (1995: NLG 373.5 million), a rise of
40.4%. Sales in Portugal (Pingo Doce and Feira Nova) in local currency rose
30.6%, while in the Czech Republic (Mana and Sesam) sales more than doubled,
partly due to acquisitions.
In the United States, sales rose 15.7% to US$ 2.8 billion. Edwards achieved
considerably higher sales, partly due to the integration of the Mayfair
supermarkets (New Jersey), acquired mid-1995. Giant Food Stores and Tops also
reported significantly higher sales. Sales growth at Finast and BI-LO was
limited this period.
OPERATING RESULTS UP 17.4% TO NLG 274.0 MILLION
Operating results for the first quarter of 1996 were NLG 274.0 million (1995:
NLG 233.4 million), an increase of 17.4%.
<PAGE>
In The Netherlands operating results increased by 14.0% to NLG 136.5 million.
Albert Heijn with an almost equal gross margin and effective cost control
booked clear growth in operating result. The operating result improved for
Ahold Specialty Stores, the production companies and Schuitema, while the
result for Ahold Institutional Food Supply (GVA) was at last year's level.
In other countries in Europe operating results amounted to NLG 32.3 million
(1995: NLG 21.4 million), an increase of 50.9% mainly due to further growth in
operating results at the Portuguese chains Pingo Doce and Feira Nova. The
operating result in the Czech Republic in this quarter was again slightly
positive.
The operating result in the United States was US$ 65.1 million (1995: US$ 56.4
million), an increase of 15.4%. Considerably higher operating results were
achieved by Edwards, partly due to the successful integration of the Mayfair
supermarkets. Giant Food Stores and Tops also booked a substantial increase in
operating results. BI-LO and Finast reported slightly lower operating results,
due to increasing competition.
As of the beginning of 1996 start-up costs of the Asian activities are
accounted for in the Asia Pacific operating result. In the 1996 first quarter
these operating results were NLG 2.2 million negative. In Asia costs are
expected to outweigh benefits for a considerable period of time.
NET FINANCIAL EXPENSE
Net financial expense amounted to NLG 74.8 million (1995: NLG 66.7 million).
The increase was primarily caused by US real estate lease contracts involving
higher interest expenses. Income from unconsolidated subsidiaries and
affiliates decreased because of the loss of dividend income from the
cross-shareholdings in Argyll and Casino, terminated in the 1996 first
quarter. Also start-up losses of the joint venture in Poland had a negative
effect.
TAX BURDEN
Tax burden, expressed as a percentage of earnings before taxes, amounted to
26.1% (1995: 25.1%). This slight increase results from changes in the
composition of earnings before taxes.
IMPROVED EQUITY RATIO
Group equity, expressed as a percentage of the balance sheet total, rose to
26.2% (at the end of 1995: 25.0%). Capital accounts rose to 30.6% of the
balance sheet total (at the end of 1995: 29.4%). The balance sheet total
increased, because of the higher dollar exchange rate, to NLG 9.4 billion (at
the end of 1995: NLG 9.2 billion). Due to the termination of the
cross-shareholdings in Argyll and Casino, investments in financial fixed
assets went down from NLG 0.5 billion to NLG 0.3 billion. Stockholders' equity
amounted to NLG 2.4 billion (at the end of 1995: NLG 2.2 billion). The result
for the first quarter of 1996 and the positive exchange rate differences were
added to stockholders' equity. An amount of NLG 34 million was charged to
stockholders' equity, due to the termination of the cross-shareholdings in
Argyll and Casino.
OUTLOOK FOR 1996
Considering the existing activities and the course of events up until now, the
Corporate Executive Board confirms the expectation, expressed in the annual
report, that consolidated net earnings for 1996 will further increase.
Expectations are that the announced acquisition of the US supermarket company
Stop & Shop and the related share issue will be completed in the course of
1996. Earnings per share are expected to be higher in 1996 than in 1995,
although the acquisition will initially have a significant but acceptable
negative impact on the equity ratio.
<PAGE>
Corporate Executive Board
Zaandam, June 13, 1996
General remarks
1. To further strengthen the equity ratio the decision has been made to
issue cumulative preferred funding stock. Total proceeds of this
issue are expected to amount to roughly NLG 175 million. Further
details will be announced shortly.
2. The acquisition by Albert Heijn of the Dutch supermarket chain Primarkt
(20 supermarkets and 16 liquor stores) has been completed. This
acquisition will be consolidated as of the 2nd quarter of 1996.
Annual sales of the Primarkt Groep amount to roughly NLG 260
million.
3. The dollar exchange rate used in the statement of earnings came to NLG
1.65 in the first quarter of 1996 vs. NLG 1.64 in 1995. For the
translation of the balance sheet items a dollar exchange rate of
NLG 1.68 vs. NLG 1.60 at the end of 1995, was used.
For more information, contact Ahold Corporate Communications
Hans Gobes, Senior VP Communications
Tel. +31 75 6595720, Private +31 23 5270456
Fax +31 75 6598360
Jan Hol, VP Public Relations
Tel. +31 75 6595720, Private +31 318 523789
Albert Heijnweg 1, Zaandam
P.O. Box 33, 1500 EA Zaandam
The Netherlands
Phone +3175595720.Fax +3175598360
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
CONSOLIDATED STATEMENT OF EARNINGS OF ROYAL AHOLD
FIRST QUARTER
(16 WEEKS)
x 1 million 1996 increase 1995
in %
SALES TO THIRD PARTIES
- The Netherlands NLG 4,401.3 2.9 4,279.3
- Other Europe NLG 524.5 40.4 373.5
- United States, in dollars $ 2,760.3 15.7 2,386.1
TOTAL SALES NLG 9,479.9 10.8 8,558.4
OPERATING RESULTS
- The Netherlands NLG 136.5 14.0 119.7
- Other Europe NLG 32.3 50.9 21.4
- United States, in dollars $ 65.1 15.4 56.4
- Asia Pacific NLG (2.2)
TOTAL OPERATING RESULTS NLG 274.0 17.4 233.4
Income from unconsolidated
subsidiaries and affiliates (0.1) 2.7
Interest on capital leases (30.4) (24.8)
Other interest (44.3) (44.6)
NET FINANCIAL INCOME AND EXPENDITURES NLG (74.8) (66.7)
EARNINGS BEFORE INCOME TAXES NLG 199.2 19.5 166.7
Income taxes (52.0) (41.9)
EARNINGS AFTER INCOME TAXES NLG 147.2 17.9 124.8
Minority Interests NLG (8.8) (5.2)
NET EARNINGS NLG 138.4 15.7 119.6
Ratios
AVERAGE NUMBER OF COMMONS SHARES OUTSTANDING 124,440,397 120,178,840
EARNINGS PER COMMON SHARE OF NLG 1.25% PAR VALUE<F*> NLG 1.11 0.99
OPERATING EARNINGS AS A PERCENTAGE OF SALES 2.89 .73
NET EARNINGS AS A PERCENTAGE OF SALES 1.55 .46
AVERAGE EXCHANGE RATE OF THE DOLLAR NLG 1.65 1.64
DEPRECIATION (X 1 MILLION) NLG 213.6 186.8
<FN>
<F*> Earnings per common share have been calculated on the basis of the average number of common shares outstanding. The 1995
figure has been adjusted for the stock dividends.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CONSOLIDATED BALANCE SHEET OF ROYAL AHOLD
<S> <C> <C> <C> <C>
x 1 million April 21, 1996 December 31, 1995
Cash NLG 674 NLG 524
Receivables 886 967
Inventories 1,774 1,745
Tangible and intangible fixed assets NLG 5,779 NLG 5,463
Financial fixed Assets 316 547
NLG 9,449 NLG 9,246
Current liabilities NLG 3,852 NLG 3,947
Provisions and other long term debt 2,709 2,576
Stockholders' equity NLG 2,404 NLG 2,242
Minority interests 69 66
Group equity 2,473 2,308
Subordinated loans 415 415
Capital accounts NLG 2,888 NLG 2,723
NLG 9,449 NLG 9,246
Interest bearing debt NLG 3,071 NLG 2,968
RATIOS
Number of common shares outstanding 124,839,439 124,208,459
Group equity/Total assets % 26.2 25.0
Capital accounts/Total assets % 30.6 29.4
Net gearing in %<F*> 97 106
Net gearing in %, excl. capital leases 60 69
Exchange rate of the dollar for balance sheet items NLG 1.68 NLG 1.60
<FN>
<F*> Net gearing represents the balance of interest-bearing debt including capital leases and cash as a percentage of group equity.
</TABLE>
<TABLE>
<S> <C>
[Ahold-Logo] Press Release
Royal Ahold
Corporate Communications
Date: June 14, 1996
For more information: 31 75 6595720
</TABLE>
AHOLD REPORTS PROGRESS IN ACQUISITION REVIEW
TENDER OFFER EXTENSION FOR STOP & SHOP SHARES
Zaandam, The Netherlands, June 14, 1996 - Royal Ahold, the international food
retailer with major supermarket operations in the US and Europe, has extended
the period for its tender offer for shares of The Stop & Shop Companies, Inc.
to Friday, June 28, 1996, 12:00 midnight, US Eastern time. The offer had
previously been scheduled to expire on Friday June 14. The tender offer has
been extended to allow additional time for review of the transaction by the
FTC, the United States Federal Trade Commission and three state Attorneys
General.
ACTIVE DISCUSSIONS
The Company is in active discussions with the staff of the Federal Trade
Commission, the Attorney General of the Commonwealth of Massachusetts and the
Attorneys General of the States of Connecticut and Rhode Island regarding
terms and conditions for the required antitrust approvals for the acquisition
of Stop & Shop. Although no definitive agreement has yet been reached, and
any agreement reached with staff members is subject to review and modification
or rejection by the Commissioners of the Federal Trade Commission or the
Attorneys General, Ahold believes that it will soon be able to enter into a
preliminary consent decree or order that will allow it to purchase the Stop &
Shop shares under the tender offer prior to July 31, 1996.
While the number of stores to be divested and the conditions for divestiture
have not been agreed with the various staffs, Ahold does not expect such
number to exceed 32, nor does it expect that any such divestiture will have a
material adverse effect on its ability to integrate Stop & Shop and realize
the savings it has anticipated will result from the acquisition. Ahold
expects to finance the acquisition of Stop & Shop through a global offering of
shares.
In the meantime Stop & Shop's majority shareholder, certain investment
partnerships controlled by Kohlberg Kravis Roberts & Co., have already agreed
to tender its approximate 62% ownership interest in Stop & Shop to Ahold. In
addition, as of the close of business on June 13, 1996, a total of 12,593,694
shares (approximately 25% of all common shares outstanding) of Stop & Shop
common stock had been validly tendered in connection with the offer.
ROYAL AHOLD
With well established supermarket chains in The US, The Netherlands, various
other European countries and the recently announced expansion into the highly
populous consumer markets of South East Asia, Ahold is one of the world's
leading international food retail companies. In The Netherlands, Ahold is
known for its Albert Heijn supermarket chain, tracing its roots back over a
century. The company has been a growing force in US food retailing since
1977. Ahold USA Inc. currently owns five supermarket companies with over 650
<PAGE>
stores and 1995 sales of $8.3 billion: Tops (New York), Finast (Ohio),
Edwards (Connecticut, New York, New Jersey, Rhode Island), Giant Food Stores
(Pennsylvania, Maryland, West Virginia, Virginia) and BI-LO (Carolinas,
Georgia, Tennessee). With the Stop & Shop acquisition Ahold will be one of
the top supermarket operators in the US. Ahold currently employs 140,000
people.
Ahold common shares are listed on the stock exchanges of Amsterdam, Zurich and
Brussels. Common shares of Ahold represented by American Depository Receipts
are listed on the New York Stock Exchange (AHO).
Ahold Corporate Communications.
Hans Gobes. Tel: ++31 75 6595665. After business hours: 31 23 5270456.
Ahold Public Relations.
Jan Hol. Tel: ++31 75 6595720
Albert Heijnweg 1, Zaandam
P.O. Box 33, 1500 EA Zaandam
The Netherlands
Phone +3175595720.Fax +3175598360
