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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
____________________
SCHEDULE 14D-9
Solicitation/Recommendation Statement
Pursuant to Section 14(d)(4)
of the Securities Exchange Act of 1934
(AMENDMENT NO. 1)
____________________
U.S. FOODSERVICE
(Name of Subject Company)
U.S. FOODSERVICE
(Name of Person(s) Filing Statement)
Common Stock, Par Value $0.01 Per Share
(Including the Associated Preferred Share Purchase Rights)
(Title of Class of Securities)
90331R 10 1
(CUSIP Number of Class of Securities)
____________________
David M. Abramson, Esq.
U.S. Foodservice
9755 Patuxent Woods Drive
Columbia, Maryland 21046
(410) 312-7100
(Name, address and telephone number of person
authorized to receive notice and communications on
behalf of the person(s) filing statement)
Copy to:
John G. Finley, Esq.
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, New York 10017-3954
(212) 455-2000
[ ] Check the box if the following relates solely to preliminary communications
made before the commencement of a tender offer
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U.S. Foodservice, a Delaware corporation ("U.S. Foodservice"), hereby
amends and supplements its Solicitation/Recommendation Statement on Schedule
14D-9 initially filed with the Securities and Exchange Commission on March 13,
2000, relating to the tender offer (the "Offer") by Snow Acquisition, Inc., a
Delaware corporation and an indirect wholly owned subsidiary of Koninklijke
Ahold N.V., a company organized under the laws of The Netherlands, to purchase
all of the issued and outstanding shares of common stock, par value $0.01 per
share, of U.S. Foodservice, including the associated preferred share purchase
rights issued pursuant to the Amended and Restated Rights Agreement, dated as of
October 4, 1999, between U.S. Foodservice and ChaseMellon Shareholder Services,
L.L.C., as Rights Agent (the "Shares").
Item 8. Additional information to be furnished.
Item 8 is hereby amended and supplemented as follows:
The waiting period applicable to the purchase of Shares pursuant to the Offer
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended,
expired on March 25, 2000.
Item 9. Exhibits
Exhibit 10. Joint Press Release of U.S. Foodservice and Koninklijke Ahold
N.V., dated March 29, 2000.
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SIGNATURE
After reasonable 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.
U.S. FOODSERVICE
By: /s/ David M. Abramson
___________________________________________
Name: David M. Abramson
Title: Executive Vice President and
General Counsel
Dated: March 27, 2000
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Exhibit 10
Ahold's acquisition of U.S. Foodservice clears HSR regulatory hurdle
successfully
TENDER OFFER EXPIRES APRIL 7
Zaandam, The Netherlands/ Columbia, Maryland (US), March 27, 2000 - Royal
Ahold, the international food provider, and U.S. Foodservice announced today
that the waiting period required under the United States Hart-Scott-Rodino (HSR)
Antitrust Improvements Act expired on March 25, 2000 in connection with Ahold's
acquisition of U.S. Foodservice. Ahold and U.S. Foodservice announced on March
7 their agreement providing for Ahold's acquisition of all outstanding common
shares of U.S. Foodservice, America's second largest food service distributor.
Now that the waiting period has expired, Ahold has cleared the HSR regulatory
hurdle successfully. Ahold's tender offer for U.S. Foodservice, which was
commenced on March 13, 2000, is scheduled to expire at 12:00 midnight, New York
City time, on Friday, April 7, 2000.
U.S. Foodservice
U.S. Foodservice (NYSE:UFS), with sales of approximately $7 billion, is one
of the largest broadline foodservice distributors in the United States
distributing food and related products to restaurants and institutional
foodservice establishments across the continental United States. U.S.
Foodservice markets and distributes more than 43,000 national, private label and
signature brand items to over 143,000 food service customers, including
restaurants, hotels, healthcare facilities, cafeterias and schools, and employs
more than 13,250 food service professionals. U.S. Foodservice's diverse customer
base encompasses independent and chain businesses as well as consumers through
its e-commerce website www.nextdaygourmet.com.
Ahold
Ahold operates 4,000 supermarkets, superstores, hypermarkets and other store
formats in the United States, Europe, Central and South America, and Asia, with
1999 sales of Euro 33.6 billion and net earnings in 1999 totaling Euro 725.1
million. Ahold shares are listed in Amsterdam and Zurich, and as ADRs on the
New York Stock Exchange (AHO).
For more information contact:
Koninklijke Ahold N.V. U.S. Foodservice
Albert Heijnweg 1 Robert Gillison
1507 EH Zaandam Treasurer/Investor Relations
The Netherlands 410-312-7512
Tel.: 31-75-659-5720
Fax: 31-75-659-8360 News Organizations Contact:
www.ahold.nl Bonna Walker
[email protected] Vice President Marketing & Public Relations
410-312-7520
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