SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
AMENDMENT NO. 11
TO
SCHEDULE 14D-1
Tender Offer Statement
Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934
and
AMENDMENT NO. 11
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. 11 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 10. ADDITIONAL INFORMATION
Items 10(b) and (c) of the Statement are hereby amended and
supplemented to add the following:
"Federal Trade Commission Antitrust Review. On July 15, 1996,
Parent reached agreement with the Federal Trade Commission and the State
Attorneys General of the States of Connecticut, Massachusetts and Rhode
Island, which will allow Parent to conclude the purchase of the Shares
pursuant to the Offer. As a result, the Offer will expire as scheduled on
July 19, 1996, and will not be further extended."
Item 10(f) of the Statement is hereby amended and supplemented by
incorporating by reference therein the press release issued by Parent on July
15, 1996, the full text of which is set forth in Exhibit (a)(17) 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)(17) Press Release issued by Parent on July 15, 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: July 16, 1996
<PAGE>
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Description Pages
<S> <C> <C>
Exhibit (a)(17) Press Release issued by 8
Parent on July 15, 1996.
</TABLE>
<TABLE>
<S> <C>
[Ahold-Logo] Press Release
Royal Ahold
Corporate Communications
Date: July 15, 1996
For more information: 31 75 659 5665
</TABLE>
Ahold to conclude Stop & Shop acquisition
FTC gives green light with ruling on divestiture
Zaandam, The Netherlands, July 15, 1996 -- Royal Ahold, the international food
retailer, has reached full agreement with the Federal Trade Commission (FTC)
and the State Attorneys General of Connecticut, Massachusetts and Rhode Island
on the acquisition of the Stop & Shop Companies, Inc. The acquisition had
been announced by Ahold on March 28. Under the FTC and State rulings Ahold
has agreed to sell 29 stores and 2 future sites out of the 277 supermarkets
operated by Ahold subsidiary Edwards Super Food Stores and Stop & Shop.
Letters of intent for the sale of all locations have been signed with third
parties. The estimated proceeds of the sale of the stores will slightly
exceed the book value and will not have a material effect on the results of
the company.
Ahold comments positively on FTC ruling
In a comment on the FTC ruling, Ahold USA President/CEO Robert Zwartendijk
said: "We are delighted that we now can conclude the acquisition of Stop &
Shop before the end of the month. The US-consumer will clearly benefit and
enjoy shopping in now close to 800 Ahold stores." Mr. Zwartendijk expressed
his appreciation for the prompt, professional manner in which the FTC, the
Attorneys General and their staffs completed their acquisition reviews.
"Though we will comply with the consent decree, we regret that the divestiture
of Edwards or Stop & Shop stores may lead to dedicated associates from these
stores leaving for other companies."
Divestitures in US Northeast
The Federal Trade Commission has conditioned Ahold's acquisition of Stop &
Shop on the sale of 29 stores and 2 future sites. The divestitures consist of
26 Edwards supermarkets, 2 Edwards future sites and 3 current Stop & Shop
locations. By state, 22 of the locations are in Connecticut (19 Edwards, 2
Stop & Shop, 1 future Edwards site), 7 in Rhode Island (6 current Edwards and
1 future Edwards site) and 2 in Massachusetts (1 Edwards, 1 Stop & Shop).
Stop & Shop acquisition financed by proceeds of global stock offering
The FTC's approval will enable Ahold to conclude the acquisition of Stop &
Shop before July 31. Ahold will pay for the Stop & Shop acquisition with the
proceeds of a global stock offering of 36 million new common shares. A
syndicate of international banks led by Goldman Sachs is placing the issue of
new Ahold stock with investors in the United States and Europe. Pricing will
be on July 15, closing is expected July 19.
<PAGE>
Ahold USA
With the acquisition of the Stop & Shop Companies, Ahold USA will have total
annualized sales exceeding USD 13 billion. In the United States, Ahold
employs over 100,000 people. Worldwide, Ahold will have annualized sales of
approximately USD 23 billion, employing 170,000 people. This ranks Ahold
among the top international food retailers. In the United States, Ahold owns
the supermarket chains of Tops in western New York State; Finast in Ohio;
Edwards in New York, Connecticut, Massachusetts, Rhode Island and New Jersey;
Giant Food Stores in Pennsylvania, Virginia, West Virginia and Maryland; and
BI-LO in the Carolinas, Georgia and Tennessee. Stop & Shop has stores in
Connecticut, Massachusetts, Rhode Island and New York State.
Europe and Asian expansion
Apart from its further expanding US position Ahold is well established in
Europe. The company has a leading market position in The Netherlands; is co-
owner of a supermarket and hypermarket chain in Portugal; is well established
in the Czech Republic; and has start-up operations in Poland. Early this year
the company embarked with local partners on the development of modern
supermarket chains in south-east Asian countries, including Indonesia,
Malaysia and Singapore. The ongoing developments in Asia meet the fast
growing consumer demand for contemporary food shopping.
Ahold Public Relations, ++31 75 659 5720
After office hours, The Netherlands:
Hans Gobes, Senior Vice President Communications: ++ 31 23 527 0456
Jan Hol, Vice President Public Relations: ++ 31 318 52 3789
Albert Heijnweg 1, Zaandam
P.O. Box 33, 1500 EA Zaandam
The Netherlands
Phone +3175595720 . Fax +3175598360
