SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
FINAL AMENDMENT
TO
SCHEDULE 14D-1
Tender Offer Statement
Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934
and
FINAL AMENDMENT
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>
SCHEDULE 14D-1
CUSIP No. 862099 10 8
<TABLE>
<S> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Koninklijke Ahold nv
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ( )
(b) ( )
3 SEC USE ONLY
4 SOURCE OF FUNDS
BK, WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(a) or 2(b) ( )
N/A
6 CITIZENSHIP OR PLACE OF ORGANIZATION
The Netherlands
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Indirectly through a wholly owned subsidiary: 50,135,220
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES ( )
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
99.6%
10 TYPE OF REPORTING PERSON
CO
</TABLE>
<PAGE>
SCHEDULE 14D-1
CUSIP No. 862099 10 8
<TABLE>
<S> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Ahold U.S.A. Holdings, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ( )
(b) ( )
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(a) or 2(b) ( )
N/A
6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Indirectly through a wholly owned subsidiary: 50,135,220
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES ( )
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
99.6%
10 TYPE OF REPORTING PERSON
CO
</TABLE>
<PAGE>
SCHEDULE 14D-1
CUSIP No. 862099 10 8
<TABLE>
<S> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Ahold Acquisition Sub, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ( )
(b) ( )
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(a) or 2(b) ( )
N/A
6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Directly: 50,135,220
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES ( )
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
99.6%
10 TYPE OF REPORTING PERSON
CO
</TABLE>
<PAGE>
This Final Amendment 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 (which price had been 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 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:
Effective Wednesday, July 24, 1996, Parent merged the Purchaser with
and into the Company, with the Company continuing as the surviving corporation
in the Merger. Because the Purchaser had acquired at least 90% of the
outstanding Shares, the Merger was effected without a meeting of stockholders
of the Company. As a result of the Merger, the Company became a direct wholly
owned subsidiary of USA and an indirect wholly owned subsidiary of Parent, and
each outstanding Share (other than Shares held by any subsidiary of the
Company or in the treasury of the Company or held directly or indirectly by
Parent or any direct or indirect subsidiary of Parent (including the
Purchaser), and Shares owned by stockholders choosing to dissent and demand
appraisal of their Shares) was cancelled and converted into the right to
receive $33.50 per Share in cash, without interest thereon, less any
applicable withholding taxes.
The New York Stock Exchange, Inc. ("NYSE") advised Parent that
trading in the Shares on the NYSE was suspended before the opening on July 25,
1996.
On July 25, 1996, the Company filed a Notice on Form 15 with the
Securities and Exchange Commission for the termination of registration of the
Shares.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY
Item 6 of the Statement is hereby amended and supplemented as
follows:
The Offer expired at 12:00 midnight, U.S. Eastern time, on Friday,
July 19, 1996. Based on final information provided by the Depositary, a total
of 50,135,220 Shares (or approximately 99.6% of the Shares outstanding) were
validly tendered and accepted for payment, including 377,774 Shares tendered
pursuant to notices of guaranteed delivery. All of such Shares have been
purchased by the Purchaser pursuant to the Offer.
The information provided in this Final Amendment under Item 5 is
incorporated herein by reference.
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 in connection with
the acquisition of the Company. The full text of the press release is set
forth in Exhibit (a)(19) and is incorporated herein by reference.
<PAGE>
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS
Item 11 of the Statement is hereby amended and supplemented to add
the following:
(a)(19) 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 26, 1996
<PAGE>
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Description Pages
<S> <C> <C>
Exhibit (a)(19) 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 acquisition of Stop & Shop
Ahold 100% owner
Zaandam, New York City, July 22, 1996 -- In New York today, representatives of
Royal Ahold, the international food retailer, and Stop & Shop signed the final
acquisition agreement. Ahold now is 100% owner of The Stop & Shop Companies,
Inc.. The US$ 1.8 billion acquisition was financed with the proceeds of the
global share offering that ended last week.
Stop & Shop, with annualized sales of over US$ 5 billion, is the largest Ahold
subsidiary in the US. Acquisition of the Stop & Shop Companies makes Ahold
USA the number one food retailer in the northeastern United States with total
annualized sales exceed US$ 13 billion. In the United States, Ahold employs
over 100,000 people. Worldwide, Ahold has annualized sales of approximately
US$ 23 billion, employing 170,000 people.
Ahold Public Relations, tel. 31 75 659 5720
After office hours, The Netherlands:
Hans Gobes, Senior Vice President Communications: ++31 23 527 0456
Albert Heijnweg 1, Zaandam
P.O. Box 33, 1500 EA Zaandam
The Netherlands
Phone +3175595720 . Fax +3175598360
