Registration No. 33-21992 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 - ------------------------------------------------------------------------------- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 - ------------------------------------------------------------------------------- GIANT FOOD INC. (Exact name of registrant as specified in its charter) Delaware 53-0073545 (Jurisdiction of Incorporation) (I.R.S. Employer Identification Number) 6300 Sheriff Road Department 593 Landover, Maryland 20785 (Address of principal executive offices) ---------------------------------------- GIANT FOOD INC. 1987 NON-QUALIFIED STOCK OPTION PLAN (Full title of the plan) ---------------------------------------- Wayne K. Johnson Jorden Burt Boros Cicchetti Berenson & Johnson LLP 1025 Thomas Jefferson Street, N.W. Suite 400 East Washington, D.C. 20007 (202) 965-8100 (Name, address, and telephone number, including area code, of agent for service) ---------------------------------------- On May 19, 1988, Giant Food Inc. (the "Company") filed a Registration Statement on Form S-8, Registration No. 33-21992 (the "Registration Statement"), for the sale of 200,000 shares of Class A Common Stock, par value $1.00 (the "Common Stock"), of the Company under the 1987 Non-Qualified Stock Option Plan (the 'Plan"). On October 22 , 1998, Royal Ahold concluded its tender offer for the Class A Shares of the Company. In connection with its acquisition by Royal Ahold, the Company undertook to terminate the Plan and to cancel each outstanding option under the Plan and pay the holder thereof in cash an amount equal to the product of (x) the total number of shares subject to each such option, whether or not then vested or exercisable, and (y) the excess of the offer price being paid by Royal Ahold for shares of Class A Common Stock over the exercise price per share subject to such option. The options have been cancelled and the Plan has been terminated. This Post-Effective Amendment No. 1 to the Registration Statement is being filed to deregister 16,000 unsold shares of the Class A Common Stock formerly issuable under the Plan. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post- Effective Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Landover, State of Maryland, on the 10th day of December , 1998. GIANT FOOD INC. By: /s/ Pete L. Manos Pete L. Manos President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment to the Registration Statement to be signed by the following persons in the capacities and on the dates indicated: Signature Capacity in Which Signed Date /s/ Pete L. Manos 12/10/98 Pete L. Manos Director, President and Chief Executive Officer /s/ C.H. Van der Hoeven 12/10/98 C.H. Van der Hoeven Director /s/J.G. Andreae 12/10/98 J.G. Andreae Director /s/A.M. Meurs 12/10/98 A.M. Meurs Director /s/R. Zwartendijk 12/10/98 R. Zwartendijk Director /s/Alan S. Noddle 12/10/98 Alan S. Noddle Director /s/Robert G. Tobin 12/10/98 Robert G. Tobin Director /s/Mark H. Berey 12/10/98 Mark H. Berey Senior Vice President-Finance, Treasurer and Chief Financial Officer (Principal Accounting Officer)