UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F/A
(Mark One)
|_| Registration Statement pursuant to Section 12(b) or (g)
of the Securities Exchange Act of 1934
or
|X| Annual Report pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
for the fiscal year ended January 2, 2005
or
|_| Transition report pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
for the transition period from to
Commission file number 0-18898
Koninklijke Ahold N.V.
(Exact name of Registrant as specified in its charter)
Royal Ahold
(Translation of Registrant's name into English)
The Netherlands
(Jurisdiction of incorporation or organization)
Albert Heijnweg 1, 1507 EH Zaandam, The Netherlands
(Address of principal executive offices)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
Common shares at a par value of EUR 0.25 each, represented by American Depositary
Shares New York Stock Exchange
Securities registered or to be registered pursuant to Section 12(g) of the Act: None.
Securities for which there is a reporting obligation pursuant to Section 15(d) of
the Act: None.
Indicate the number of outstanding shares of each of the issuer's classes of
capital or common stock as of the close of the period covered by the Annual
Report:
Cumulative preferred financing shares at a par value of EUR 0.25 per share 369,217,164
Common shares at a par value of EUR 0.25 per share 1,554,262,947
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Act of 1934
during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes |X| No |_|
Indicate by check mark which financial statement item the registrant has elected
to follow.
Item 17 |_| Item 18 |X|
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EXPLANATORY NOTE
This amendment to Form 20-F for the fiscal year ended January 2, 2005 of
Koninklijke Ahold N.V. (the "Company"), originally filed on April 14, 2005, is
being filed solely for purposes of including additional exhibits. Exhibit 4.5 is
the Employment Agreement between the Company and William Grize that was in
effect prior to June 1, 2004. Exhibit 4.6 is the Employment Agreement among the
Company, Ahold U.S.A., Inc. ("Ahold U.S.A.") and Mr. Grize, effective June 1,
2004, providing for Mr. Grize to continue to serve as Chief Executive Officer of
Ahold U.S.A. until April 30, 2006. The agreement provides for, among other
things, a base salary of U.S. $895,000.00 per year, a performance-based bonus
and participation in the Company's stock option plan and performance share grant
plan. Exhibit 4.7 is the Employment Agreement between the Company and Theo de
Raad that was in effect prior to April 23, 2004. Exhibit 4.8 is the Restated
Employment Agreement between the Company and Mr. de Raad, effective April 23,
2004, providing for Mr. de Raad to remain employed by the Company until July 1,
2005 to assist on finalizing certain divestment activities. The agreement
provides for, among other things, a base salary of EUR 637,080.73 per year and
participation in the Company's stock option plan.
No other information in the original Form 20-F filed on April 14, 2005 is
amended hereby.
PART III
Item 19. EXHIBITS
The following exhibits are being added by this Form 20-F/A:
EXHIBIT DESCRIPTION
4.5 Employment Agreement between the Company and William Grize dated
August 31, 2001, incorporated by reference to Exhibit 4.4 to the
Company's Annual Report on Form 20-F for the fiscal year ended
December 28, 2003.
4.6 Employment Agreement among the Company, Ahold U.S.A. and William
Grize, effective June 1, 2004.*
4.7 Employment Agreement between the Company and Theo de Raad dated
December 18, 2000, incorporated by reference to Exhibit 4.5 to
the Company's Annual Report on Form 20-F for the fiscal year
ended December 28, 2003.
4.8 Restated Employment Agreement between the Company and Theo de
Raad effective April 23, 2004.*
- ----------------------------
* Filed herewith.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, Ahold hereby certifies that it meets all of the requirements for filing on
Form 20-F and has duly caused this Form 20-F/A to be signed on its behalf by the
undersigned, thereunto duly authorized.
Koninklijke Ahold N.V.
By: /s/ PETER N. WAKKIE
---------------------
Name: Peter N. Wakkie
Title: Executive Vice President and Chief
Corporate Governance Counsel
Date: April 15, 2005