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Registration Nos. 333-52934
333-52934-01
333-80245
333-80245-01
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM F-3*and FORM S-3* REGISTRATION STATEMENT NO. 333-52934
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM F-3*and FORM S-3* REGISTRATION STATEMENT NO. 333-52934-01
POST-EFFECTIVE AMENDMENT NO. 2 TO
FORM F-3*and FORM S-3* REGISTRATION STATEMENT NO. 333-80245
POST-EFFECTIVE AMENDMENT NO. 2 TO
FORM F-3*and FORM S-3* REGISTRATION STATEMENT NO. 333-80245-01
UNDER THE SECURITIES ACT OF 1933
KONINKLIJKE AHOLD N.V. AHOLD FINANCE U.S.A., LLC
(Incorporated in the Netherlands as a (Exact name of Registrant as
public company with limited liability) specified in its charter)
(Exact name of Registrant as specified
in its charter)
ROYAL AHOLD
(Translation of Registrant's name into
English)
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The Netherlands Delaware
State or other jurisdiction of (State or other jurisdiction of
incorporation or organization) incorporation or organization)
Not Applicable 58-2434256
(I.R.S. Employer Identification No.) (I.R.S. Employer Identification No.)
Piet Heinkade 167-173 1007 Orange Street
1019 GM Amsterdam Suite 1421
The Netherlands Wilmington, DE 19801
+31 20 509 5100 (302) 472-9104
(Address and telephone number of (Address and telephone number of
principal executive offices) Registrant's principal executive
offices)
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Corporate Service Company
1090 Vermont Ave., NW
Suite 430
Washington, DC 20005
1-800-927-9806
(Name, address and telephone number
of agent for service)
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Copy of communications to:
Laura M. Sizemore, Esq.
White & Case LLP
1155 Avenue of the Americas
New York, New York 10036
(212) 819-8200
Approximate date of commencement of proposed sale to the public: Not
applicable.
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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If this Form is a registration statement pursuant to General Instruction
I.C. or a post-effective amendment thereto that shall become effective upon
filing with the Commission pursuant to Rule 462(e) under the Securities Act,
check the following box. [ ]
If this Form is a post-effective amendment to a registration statement
filed pursuant to General Instruction I.C. filed to register additional
securities or additional classes of securities pursuant to Rule 413(b) under the
Securities Act, check the following box. [ ]
* This Registration Statement constitutes a filing on Form F-3 with respect
to securities of Koninklijke Ahold N.V. and a filing on Form S-3 with respect to
securities of Ahold Finance U.S.A., LLC.
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DEREGISTRATION OF UNSOLD SECURITIES
These Post-Effective Amendments relate to the following Registration
Statements on Form F-3 and Form S-3 of Koninklijke Ahold N.V. (the "Company")
and Ahold Finance U.S.A., LLC ("AFUSA") (collectively, the "Registration
Statements"), which constituted a filing on Form F-3 with respect to securities
of Koninklijke Ahold N.V. and a filing on Form S-3 with respect to securities of
Ahold Finance U.S.A., LLC:
File No. 333-52934 and 333-52934-01, filed on December 29, 2000 with the
Securities and Exchange Commission (the "SEC"), of the Company and AFUSA and
File No. 333-80245 and 333-80245-01, filed on June 9, 1999 with the SEC, of
the Company and AFUSA.
These Post-Effective Amendments to the Registration Statements are being
filed to remove from registration U.S.$4,430,000,000.00 of unsold securities of
the Company and AFUSA that were registered but not issued under the Registration
Statements.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Koninklijke
Ahold N.V., the registrant, certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form F-3 and has duly caused
these Post-Effective Amendments to Form F-3 Registration Statements to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Amsterdam, Netherlands, on September 28, 2007.
KONINKLIJKE AHOLD N.V.
By /s/ Peter Wakkie
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Peter Wakkie
Executive Vice President & Chief Corporate
Governance Counsel and Member of the Corporate
Executive Board
Pursuant to the requirements of the Securities Act of 1933, as amended,
these Post-Effective Amendments to Form F-3 have been signed by the following
persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
- ------------------- ------------------------------------- --------------------
/s/ John Rishton Acting President, Chief Executive September 28, 2007
- ------------------- Officer, Chief Financial Officer and
John Rishton Member of the Corporate Executive
Board
(principal executive officer and
principal financial and accounting
officer)
/s/ Peter Wakkie Executive Vice President & Chief September 28, 2007
- ------------------- Corporate Governance Counsel and
Peter Wakkie Member of the Corporate Executive
Board
/s/ Dick Boer Executive Vice President & Chief September 28, 2007
- ------------------- Operating Officer Europe and Member
Dick Boer of the Corporate Executive Board
/s/ Ann R. Shilling Assistant Vice President of September 28, 2007
- ------------------- Corporation Service Company
Ann R. Shilling Authorized Representative in the
United States
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Ahold Finance
U.S.A., LLC, the registrant, certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly caused
these Post-Effective Amendments to Form S-3 Registration Statements to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Amsterdam, The Netherlands, on September 28, 2007.
AHOLD FINANCE U.S.A., LLC
By: /s/ K.A. Ross
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Name: K.A Ross
Title: Manager and Treasurer
Pursuant to the requirements of the Securities Act of 1933, these
Post-Effective Amendments to Form S-3 have been signed by the following persons
(who include a majority of the Managers) in the capacities indicated, on
September 28, 2007.
SIGNATURE TITLE
- ------------------- --------------------------------------------------------
/s/ K.A. Ross Manager and Treasurer
- ------------------- (principal executive officer and principal financial and
K.A Ross accounting officer)
/s/ F.B. Jacobs Manager and Secretary
- -------------------
F.B Jacobs
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