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1
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ORDER TO MAINTAIN ASSETS
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EXTRACTED KEY WORDS
SUPERMARKET ASSETS DIVESTITURE COMMISSION BUSINESS AGREEMENT CONSENT AGREEMENT COMPLAINT PAST PRACTICE LAWS ORDINARY COURSE BUSINESS CONSISTENT RELATING PURSUANT OBLIGATIONS COMPLIANCE THEREAFTER COMPETITIVENESS VIOLATIONS ACT COUNSEL JURISDICTIONAL FACTS REASON CHARGE ADMISSION PURPOSES PROVISIONS VIRTUE NETHERLANDS |
011-0247
UNITED STATES OF AMERICA
BEFORE FEDERAL TRADE COMMISSION
COMMISSIONERS: Timothy J. Muris, Chairman
Sheila F. Anthony
Mozelle W. Thompson
Orson Swindle
Thomas B. Leary
__________________________________________
)
In the Matter of )
)
KONINKLIJKE AHOLD N.V., )
a corporation, )
) Docket No. C-4027
and )
)
BRUNO'S SUPERMARKETS, INC., )
a corporation. )
)
__________________________________________)
ORDER TO MAINTAIN ASSETS
The Federal Trade Commission ("Commission") having initiated an investigation of the
proposed acquisition of 100% of the outstanding voting securities of Respondent Bruno's
Supermarkets, Inc. ("Bruno's") by Respondent Koninklijke Ahold N.V. ("Ahold"), hereinafter
referred to as "Respondents," and Respondents having been furnished thereafter with a copy of a
draft Complaint that the Bureau of Competition presented to the Commission for its consideration
and which, if issued by the Commission, would charge Respondents with violations of Section 7 of
the Clayton Act, as amended, 15 U.S.C. § 18, and Section 5 of the Federal Trade Commission Act,
as amended, 15 U.S.C. § 45; and
Respondents, their attorneys, and counsel for the Commission having thereafter executed an
Agreement Containing Consent Orders ("Consent Agreement"), containing the proposed Decision
and Order, an admission by Respondents of all the jurisdictional facts set forth in the aforesaid
Complaint, a statement that the signing of said Consent Agreement is for settlement purposes only
and does not constitute an admission by Respondents that the law has been violated as alleged in
such Complaint, or that the facts as alleged in such Complaint, other than jurisdictional facts, are
true, and waivers and other provisions as required by the Commission's Rules; and
The Commission having thereafter considered the matter and having determined that it has
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2
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DECISION & ORDER
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EXTRACTED KEY WORDS
COMMISSION AHOLD FOODS FEDERAL TRADE COMMISSION GIANT ACQUISITION AGREEMENT ASSETS TRADE COMMISSION ACT SUPERMARKET COUNSEL TRUSTEE BUSINESS SCHEDULE COMPLAINT DIVESTITURE KONINKLIJKE AHOLD CONSENT ORDER FREDERICK COUNTY FOODS COMPETITIVENESS VOTING SECURITIES SUPERVALU UNITED STATES ATTORNEYS PARAGRAPH REPRESENTATIVES GIANT STORE CLAYTON ACT NOTIFICATION |
9810254
B254401
UNITED STATES OF AMERICA
BEFORE FEDERAL TRADE COMMISSION
COMMISSIONERS:
Robert Pitofsky, Chairman
Sheila F. Anthony
Mozelle W. Thompson
Orson Swindle
In the Matter of
KONINKLIJKE AHOLD NV, a corporation;
GIANT FOOD INC., a corporation; and THE 1224 CORPORATION, a
corporation.
Docket No. C-3861
Decision and Order
The Federal Trade Commission ("Commission") having initiated an
investigation of the proposed acquisition by Koninklijke Ahold nv
("Ahold") of all of the voting securities of Giant Food Inc. ("Giant")
held by The 1224 Corporation ("1224") (collectively, "Respondents"),
and Respondents having been furnished with a copy of a draft complaint
that the Bureau of Competition proposed to present to the Commission
for its consideration, and which, if issued by the Commission, would
charge Respondents with violations of Section 5 of the Federal Trade
Commission Act, as amended, 15 U.S.C. § 45, and Section 7 of the
Clayton Act, as amended, 15 U.S.C. § 18; and
Respondents, their attorneys, and counsel for the Commission having
thereafter executed an agreement containing a consent order, an
admission by Respondents of all the jurisdictional facts set forth in
the aforesaid draft of complaint, a statement that the signing of said
agreement is for settlement purposes only and does not constitute an
admission by Respondents that the law has been violated as alleged in
such complaint, and waivers and other provisions as required by the
Commission's Rules; and
The Commission having thereafter considered the matter and having
determined that it had reason to believe that the Respondents have
violated the said Acts, and that complaint should issue stating its
charges in that respect, and having thereupon accepted the executed
consent agreement and placed such agreement on the public record for a
period of sixty (60) days, and having duly considered the comments
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3
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ASSET MAINTENANCE AGREEMENT
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EXTRACTED KEY WORDS
AGREEMENT COMMISSION BUSINESS SUPERMARKET CONSENT ORDER ASSETS COUNSEL KONINKLIJKE AHOLD PROPOSED ACQUISITION GIANT FOOD DIVESTITURE PAST PRACTICE FEDERAL TRADE COMMISSION LAWS ACT PURSUANT PROVISIONS ORDINARY COURSE BUSINESS CONSISTENT RELATING ESQ MITCHELL TERMINATE OBLIGATIONS PRESIDENT ASSET MAINTENANCE AGREEMENT VIRTUE PARTIES PROCEEDING |
Appendix I
UNITED STATES OF AMERICA
BEFORE FEDERAL TRADE COMMISSION
In the Matter of
KONINKLIJKE AHOLD NV, a corporation;
GIANT FOOD INC., a corporation; and
THE 1224 CORPORATION, a corporation.
File No. 981-0254
ASSET MAINTENANCE AGREEMENT
This Asset Maintenance Agreement ("Agreement") is by and between
Koninklijke Ahold nv ("Ahold"), a corporation organized, existing, and
doing business under and by virtue of the laws of The Netherlands,
with its office and principal place of business located at Albert
Heijnweg 1, 1507 EH Zaandam, The Netherlands; Giant Food Inc.
("Giant"), a corporation organized, existing, and doing business under
and by virtue of the laws of the State of Delaware, with its office
and principal place of business located at 6300 Sheriff Road,
Landover, Maryland 20785; The 1224 Corporation ("1224"), a corporation
organized, existing, and doing business under and by virtue of the
laws of the State of Delaware, with its office and principal place of
business located at 6300 Sheriff Road, Landover, Maryland 20785
(collectively "Proposed Respondents"); and the Federal Trade
Commission ("Commission"), an independent agency of the United States
Government, established under the Federal Trade Commission Act of
1914, 15 U.S.C. § 41, et seq. (collectively "the Parties").
PREMISES
WHEREAS, Ahold, pursuant to a Stock Purchase Agreement dated May 19,
1998, agreed to acquire all of the class AC voting securities of Giant
held by 1224, which will enable Ahold to elect five of the nine
directors of Giant (hereinafter "the proposed Acquisition"); and
WHEREAS, the Commission is now investigating the proposed Acquisition
to determine if it would violate any of the statutes the Commission
enforces; and
WHEREAS, if the Commission accepts the attached Agreement Containing
Consent Order ("Consent Order"), the Commission is required to place
it on the public record for a period of sixty (60) days for public
comment and may subsequently either withdraw such acceptance or issue
and serve its Complaint and its Decision and final Order in
disposition of the proceeding pursuant to the provisions of Section
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4
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AGREEMENT CONTAINING CONSENT
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EXTRACTED KEY WORDS
AGREEMENT COMMISSION ASSETS PROPOSED RESPONDENTS FOODS AHOLD DIVEST BUSINESS GIANT FEDERAL TRADE COMMISSION CONSENT ORDER ACQUISITION LAWS COUNSEL VIRTUE SUPERMARKET FREDERICK COUNTY FOODS DIVESTITURE SUPERVALU KONINKLIJKE AHOLD FLEMING AGREEMENT RICHFOOD AGREEMENT SAFEWAY AGREEMENT REQUIRED THIRD PARTY UNITED STATES VOTING SECURITIES PARAGRAPH COMPLAINT ACCEPTABLE ACQUIRER |
UNITED STATES OF AMERICA
BEFORE FEDERAL TRADE COMMISSION
In the Matter of
KONINKLIJKE AHOLD NV, a corporation;
GIANT FOOD INC., a corporation; and
THE 1224 CORPORATION, a corporation.
File No. 981-0254
AGREEMENT CONTAINING CONSENT ORDER
The Federal Trade Commission ("Commission") having initiated an
investigation of the proposed acquisition by Koninklijke Ahold nv
("Ahold") of all of the voting securities of Giant Food Inc. ("Giant")
held by The 1224 Corporation ("1224"), and it now appearing that
Ahold, Giant, and 1224, hereinafter sometimes referred to as "Proposed
Respondents," are willing to enter into an agreement containing a
consent order ("Agreement") to divest certain assets and to cease and
desist from certain acts, and providing for other relief:
IT IS HEREBY AGREED by and among Proposed Respondents, by their duly
authorized officers and attorneys, and counsel for the Commission
that:
1. Proposed Respondent Ahold is a corporation organized,
existing, and doing business under and by virtue of the laws of
The Netherlands, with its office and principal place of
business located at Albert Heijnweg 1, 1507 EH Zaandam, The
Netherlands.
2. Proposed Respondent Giant is a corporation organized,
existing, and doing business under and by virtue of the laws of
the State of Delaware, with its office and principal place of
business located at 6300 Sheriff Road, Landover, Maryland
20785.
3. Proposed Respondent 1224 is a corporation organized,
existing, and doing business under and by virtue of the laws of
the State of Delaware, with its office and principal place of
business located at 6300 Sheriff Road, Landover, Maryland
20785.
4. Proposed Respondents admit all the jurisdictional facts set
forth in the draft of complaint here attached.
5. Proposed Respondents waive:
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5
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COMPLAINT
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EXTRACTED KEY WORDS
SUPERMARKETS AHOLD FOOD ACT GROCERY MARYLAND FEDERAL TRADE COMMISSION RESPONDENT PENNSYLVANIA COMMERCE ACQUISITION STORES STOCK COMPETITION BUSINESS MARKET CLAYTON ACT VOTING STOCK VIOLATION CONSUMERS PRICES SHOP TIMES RELEVANT DIRECTORS VIRTUE SALES NON-VOTING COMMON STOCK ONE-STOP HILLTOWN |
9810254
B254401
UNITED STATES OF AMERICA
BEFORE FEDERAL TRADE COMMISSION
In the Matter of
KONINKLIJKE AHOLD NV, a corporation;
GIANT FOOD INC., a corporation; and THE 1224 CORPORATION, a
corporation.
Docket No. C-3861
COMPLAINT
Pursuant to the provisions of the Federal Trade Commission Act and the
Clayton Act, and by virtue of the authority vested in it by said Acts,
the Federal Trade Commission ("Commission"), having reason to believe
that respondent Koninklijke Ahold nv ("Ahold") has entered into an
agreement to acquire all of the Class AC voting securities of
respondent Giant Food Inc. ("Giant") held by respondent The 1224
Corporation ("1224"), all subject to the jurisdiction of the
Commission, in violation of Section 5 of the Federal Trade Commission
Act, as amended, 15 U.S.C. § 45, that such acquisition, if
consummated, would violate Section 7 of the Clayton Act, as amended,
15 U.S.C. § 18, and Section 5 of the Federal Trade Commission Act, as
amended, 15 U.S.C. § 45, and that a proceeding in respect thereof
would be in the public interest, hereby issues its complaint, stating
its charges as follows:
Definition
1. For the purposes of this complaint:
"Supermarket" means a full-line retail grocery store with annual
sales of at least $2 million that carries a wide variety of food
and grocery items in particular product categories, including bread
and dairy products; refrigerated and frozen food and beverage
products; fresh and prepared meats and poultry; produce, including
fresh fruits and vegetables; shelf-stable food and beverage
products, including canned and other types of packaged products;
staple foodstuffs, which may include salt, sugar, flour, sauces,
spices, coffee, and tea; and other grocery products, including
nonfood items such as soaps, detergents, paper goods, other
household products, and health and beauty aids.
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6
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ANALYSIS
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EXTRACTED KEY WORDS
AHOLD GIANT FOOD PROPOSED CONSENT PROPOSED RESPONDENTS STORES CONSENT ORDER AGREEMENT DIVEST OPERATING MARYLAND COMMISSION TRADE PENNSYLVANIA MARKET FREDERICK ACQUISITION COMPETITION COUNTY ASSET MAINTENANCE AGREEMENT STOCK DRAFT COMPLAINT GROCERY SHOPPING BUYER ACCORDANCE VOTING STOCK SUPER SUPERMARKET CHAIN |
Analysis of the Proposed Consent Order, Asset Maintenance Agreement,
and the Draft Complaint to Aid Public Commient
_________________________________________________________________
I. Introduction
The Federal Trade Commission ("Commission") has accepted for public
comment from Koninklijke Ahold nv ("Ahold"), Giant Food Inc.
("Giant"), and The 1224 Corporation ("1224") (collectively "the
proposed Respondents") an Agreement Containing Consent Order ("the
proposed consent order") and an Asset Maintenance Agreement. The
proposed Respondents have also reviewed a draft complaint contemplated
by the Commission. The proposed consent order is designed to remedy
likely anticompetitive effects arising from Ahold's proposed
acquisition of all of the Class AC voting stock of Giant from 1224 and
all of the Class A non-voting common stock of Giant for $43.50 per
share for cash. Respondent 1224 owns all of the Class AC voting stock
of Giant, which elects five of the nine directors of Giant.
II. Description of the Parties and the Proposed Acquisition
Ahold, headquartered in Zaandam, The Netherlands, is one of the
world's largest supermarket firms, operating approximately 3,000
stores in Europe, North and South America, and Asia. In the United
States, Ahold is the seventh largest supermarket chain. Ahold has
acquired nine supermarket chains during the 1980s and 1990s: Top's,
Stop & Shop, BI-LO, Giant Food Stores, Edwards, Mel's Markets,
Mayfair, Red Food, and Finast. Ahold had $14.29 billion in U.S.
revenues in the fiscal year that ended on December 28, 1997. The
acquisition of Giant would make Ahold the fifth largest supermarket
firm in the United States.
Today, Ahold operates Ahold USA, Inc., a wholly-owned subsidiary, and,
through various restructurings, four wholly-owned regional supermarket
firms: BI-LO, Inc., Top's Markets, Inc., Giant Food Stores, Inc.
("Giant-Carlisle"), and The Stop & Shop Companies, Inc. Ahold's
supermarkets that directly compete against Giant's supermarkets are
part of the Giant-Carlisle division. The Giant-Carlisle division
operates supermarkets in Maryland under the "Martin's" trade name and
in Pennsylvania under the "Giant" trade name.
Giant, a Delaware corporation headquartered in Landover, Maryland, is
the fifteenth largest supermarket chain in the United States and one
of the nation's premier regional supermarket chains. Giant operates
179 supermarkets and three free-standing drug stores in Virginia,
Maryland, Delaware, New Jersey, Pennsylvania, and the District of
Columbia. Giant operates supermarkets under the "Giant" trade name in
Maryland, Virginia, and the District of Columbia, and supermarkets
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