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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 10, 2000
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U.S. FOODSERVICE
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(Exact Name of registrant specified in its charter)
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<S> <C> <C>
Delaware 0-24954 52-1634568
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(State or other Jurisdiction of (Commission File Number) (I.R.S. employer Identification
Incorporation) No.)
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9755 Patuxent Woods Drive
Columbia, Maryland 21046
(Address of principal executive offices)
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Registrant's telephone number: (410) 312-7100
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2
Item 1. Changes in Control
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On April 10, 2000, Koninklijke Ahold N.V. (Royal Ahold), a company
organized under the laws of the Netherlands ("Parent"), announced that its
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indirect wholly-owned subsidiary, Snow Acquisition, Inc., a company organized
under the laws of Delaware ("Purchaser"), will accept for payment on Tuesday,
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April 11, 2000, 100,400,644.68 or approximately 97.4%, of the 103,091,686.49
outstanding shares of common stock, par value $0.01 per share (the "Common
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Stock"), of U.S. Foodservice, a company organized under the laws of Delaware
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(the "Company"), including the associated preferred stock purchase rights of the
Company (the "Rights"; together with the Common Stock, the "Shares") issued
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pursuant to the Rights Agreement between U.S. Foodservice (the "Company" or the
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"Registrant") and ChaseMellon Shareholder Services, L.L.C., as Rights Agent,
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dated as of October 4, 1999, as amended, tendered in response to Purchaser's
tender offer (the "Offer") for all outstanding Shares of the Company at a price
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of $26.00 per Share, net to the seller in cash, without interest thereon. The
Offer expired, as scheduled, at 12:00 midnight, New York City time, on Friday,
April 7, 2000.
The Offer, which commenced on March 13, 2000, was made pursuant to an
Agreement and Plan of Merger, dated as of March 7, 2000 (the "Merger
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Agreement"), by and among Parent, Purchaser and the Company. The merger of
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Purchaser into the Company pursuant to the Merger Agreement is expected to
occur no later than April 12, 2000.
The Company has been advised by Purchaser and Parent that the total
amount of funds required by Purchaser to purchase all Shares on a fully diluted
basis and pay related fees and expenses is expected to be approximately $2.83
billion. Matters relating to such funds are set forth in Section 9 of the
Offer to Purchase (incorporated herein by reference to Amendment No. 2,
filed by Parent and Purchaser on March 31, 2000, to the Schedule TO/A of Parent
and Purchaser), which Section 9 is incorporated herein by reference.
Item 7. Financial Statements and Exhibits
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(c) Exhibits
Exhibit 2.1 Agreement and Plan of Merger by and among Koninklijke
Ahold N.V., Snow Acquisition, Inc. and U.S.
Foodservice, dated as of March 7, 2000 (incorporated
herein by reference to Exhibit 2.1 to the Current
Report on Form 8-K filed by the Company on March 13,
2000).
Exhibit 99.1 Joint Press Release issued by the Company and Parent
on April 10, 2000 regarding completion of the Offer.
Exhibit 99.2 Section 9 ("Source and Amount of Funds") of the Offer
to Purchase (incorporated herein by reference to
Amendment No. 2, filed by Parent and Purchaser on
March 31, 2000, to the Schedule TO/A of Parent and
Purchaser).
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
U.S. FOODSERVICE
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(Registrant)
By: /s/ David M. Abramson
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Name: David M. Abramson
Title: Executive Vice President, Secretary &
General Counsel
Date: April 10, 2000
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INDEX TO EXHIBITS
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Exhibit Number Exhibit
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2.1 Agreement and Plan of Merger by and among Koninklijke Ahold
N.V., Snow Acquisition, Inc. and U.S. Foodservice, dated as of
March 7, 2000 (incorporated herein by reference to Exhibit 2.1
Current Report on Form 8-K filed by the Company on March 13,
2000).
99.1 Joint Press Release issued by the Company and Parent on April
10, 2000 regarding completion of the Offer.
99.2 Section 9 ("Source and Amount of Funds") of the Offer to
Purchase (incorporated herein by reference to the Amendment
No. 2, filed by Parent and Purchaser on March 31, 2000, to the
Schedule TO/A of Parent and Purchaser).
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Exhibit 99.1
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PRESS RELEASE
[Ahold Logo] -------------
Royal Ahold
Public Relations
Date: April 10, 2000
For more information +31 75 659 57 20
Ahold successfully completes
tender offer for U.S. Foodservice
Zaandam, The Netherlands/Columbia, Maryland (USA), April 10, 2000-Royal Ahold,
the international food provider, and U.S. Foodservice, America's second-largest
broadline foodservice distributor, today announced the successful completion of
Ahold's tender offer for all outstanding shares of common stock of U.S.
Foodservice.
Based on preliminary information provided by the depositary, a total of
100,400,644.68 shares of common stock were validly tendered. This total
represents approximately 97.4% of the 103,091,686.49 outstanding shares of
common stock. Ahold will accept these shares for payment on Tuesday, April 11,
2000. This share amount includes 11,545,654 shares subject to guarantees of
delivery. Ahold's tender offer for U.S. Foodservice, which commenced on March
13, 2000, expired at 12:00 midnight on April 7, 2000.
Ahold intends to make prompt payment for the shares of common stock validly
tendered pursuant to the tender offer. The company will then merge its
wholly-owned acquisition subsidiary into U.S. Foodservice, resulting in U.S.
Foodservice becoming a wholly-owned subsidiary of Ahold USA. The merger is
expected to close no later than April 12, 2000. As a result of this transaction,
Ahold USA will become a USD 30 billion multi-channel food provider servicing
over 20 million US households every week through its solid store network,
institutional operations and the internet.
U.S. Foodservice
U.S. Foodservice, with annualized sales of close to USD 7 billion, is one of the
largest broadline foodservice distributors in the United States. The company
distributes food and related products to restaurants and institutional
foodservice establishments across the continental United States. U.S.
Foodservice markets and distributes national, private label and signature brand
items to over 143,000 foodservice customers, including restaurants, hotels,
healthcare facilities, cafeterias and schools. U.S. Foodservice's diverse
customer base encompasses independent and chain businesses as well as consumers
through its e-commerce website www.nextdaygourmet.com.
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Albert Heijnweg 1, Zaandam
P.O. Box 3050, 1500 HB Zaandam
The Netherlands
Phone: +31 (0)75 659 5720
Fax: +31 (0)75 659 8302
Royal Ahold
Ahold operates 4,000 supermarkets, superstores, hypermarkets and other store
formats in the United States, Europe, Latin America and Asia, with 1999 sales of
Euro 33.6 billion and net earnings of Euro 752.1 million. The company employs
over 300,000 associates and serves approximately 30 million customers every
week. Ahold shares are listed in Amsterdam, Zurich and as ADRs on the New York
Stock Exchange (AHO).
Ahold Public Relations, tel.: +31 75 659 5720
After office hours: Hans Gobes: +31 6 55 82 22 98; Jan Hol: +31 6 22 93 31 37
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This press release includes forward-looking statements that involve risks and
uncertainties that could cause actual results to differ materially, including
risks associated with completion of a definitive agreement for the venture and
related approvals, acceptance of the exchange model within the industry,
unanticipated costs, competition from other providers, technological challenges
and other factors. This press release does not constitute an offer; an offer
may only be made by means of a prospectus.
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