SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
AMENDMENT NO. 5
TO
SCHEDULE 14D-1
Tender Offer Statement
Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934
and
AMENDMENT NO. 5
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. 5 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
Item 10(f) of the Statement is hereby amended and supplemented as
follows:
On May 13, 1996, Parent issued a press release announcing that it
has extended the period during which the Offer will remain open to 12
midnight, Eastern time USA, on Friday, May 31, 1996. The full text of the
press release is set forth in Exhibit (a)(11) 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)(11) Press Release issued by Parent on May 13, 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: May 13, 1996
<PAGE>
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Description Pages
<S> <C>
Exhibit (a)(11) Press Release issued by
Parent on May 13, 1996.
</TABLE>
<PAGE>
<TABLE>
<S> <C>
[Ahold-Logo] Press Release
Royal Ahold
Corporate Communications
Date: May 13, 1996
For more information: 31 75 6595720
</TABLE>
Ahold extends period of tender offer for Stop & Shop shares
Zaandam, The Netherlands, May 13, 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, May 31, 1996, 12:00 midnight, Eastern time USA. The offer had
previously been scheduled to expire at Wednesday, May 15, 12:00 midnight,
Eastern time USA.
The extension has been made in order to allow additional time for the
completion of the review of the transaction by the Federal Trade Commission.
In the event the approval of the Federal Trade Commission for the transaction
is not received prior to the new May 31, 1996 offer expiration date, Ahold
will agree to a further extension if necessary. As previously announced,
Ahold is in the process of responding to a request for additional information
made by the Federal Trade Commission pursuant to the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended. Ahold expects to
satisfactorily resolve any regulatory concerns.
As of the close of business on May 10, 1996, 10,374,845 shares (approximately
21% of all common shares outstanding) of Stop & Shop common stock had been
validly tendered in connection with the offer. Stop & Shop's majority
shareholder, certain investment partnerships controlled by Kohlberg Kravis
Roberts & Co., had already agreed to tender its approximate 62% ownership
interest in Stop & Shop to Royal Ahold in the tender offer.
Ahold Public Relations, tel: ++31.75.659.57.20
Albert Heijnweg 1, Zaandam
P.O. Box 33, 1500 EA Zaandam
The Netherlands
Phone +3175595720.Fax +3175598360
