SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
AMENDMENT NO. 12
TO
SCHEDULE 14D-1
Tender Offer Statement
Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934
and
AMENDMENT NO. 12
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. 12 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 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY
The Offer expired as scheduled at 12:00 midnight, U.S. Eastern time,
on Friday, July 19, 1996. Based on information provided by the Depositary, a
total of 49,798,813 Shares (or approximately 99% of the Shares outstanding)
were validly tendered and accepted for payment, including 714,136 Shares
subject to guarantee of delivery.
Pursuant to the Agreement and Plan of Merger dated as of March 27,
1996, Parent intends promptly to effect a merger of the Purchaser with and
into the Company in accordance with the Delaware General Corporation Law. As
a result of the Merger, the Company will become a direct wholly owned
subsidiary of USA and an indirect wholly owned subsidiary of Parent, and each
outstanding Share (other than Shares which are held by any Subsidiary of the
Company or in the treasury of the Company or which are held directly or
indirectly by Parent or any direct or indirect subsidiary of Parent (including
the Purchaser), and Shares owned by stockholders who choose to dissent and
demand appraisal of their Shares) shall be cancelled and converted into the
right to receive $33.50 per Share in cash, without interest, less any
applicable withholding taxes.
ITEM 10. ADDITIONAL INFORMATION
Item 10(f) of the Statement is hereby amended and supplemented as
follows:
On July 22, 1996, Parent issued a press release announcing that the
Offer had expired at 12:00 midnight on Friday, July 19, 1996. The full text
of the press release is set forth in Exhibit (a)(18) 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)(18) Press Release issued by Parent on July 22, 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 22, 1996
<PAGE>
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Description Pages
<S> <C> <C>
Exhibit (a)(18) Press Release issued by 7
Parent on July 22, 1996.
</TABLE>
<TABLE>
<S> <C>
[Ahold-Logo] Press Release
Royal Ahold
Corporate Communications
Date: July 22, 1996
For more information: 31 75 659 5720
</TABLE>
Ahold Completes Tender Offer Stop & Shop
Zaandam, The Netherlands, July 22, 1996 -- Royal Ahold today announced the
completion of its tender offer for The Stop & Shop Companies, Inc.. Based on
information provided by the Depositary, a total of 49,798,813 shares (or
approximately 99% of the outstanding shares of Stop & Shop) were validly
tendered and accepted for payment. Such share amount includes 714,136 shares
subject to guarantee of delivery. The tender offer expired at midnight on July
19, 1996. A total of 671,997 shares of Stop & Shop common stock remain
outstanding.
Ahold intends to promptly merge its wholly-owned acquisition subsidiary into
Stop & Shop.
Ahold Public Relations, tel. ++31 75 659 5720
Albert Heijnweg 1, Zaandam
P.O. Box 33, 1500 EA Zaandam
The Netherlands
Phone +3175595720 . Fax +3175598360
