Exhibit 4
U.S. Foodservice
0000 Xxxxxxxx Xxxxx Xxxxx
Xxxxxxxx, Xxxxxxxx 00000
March 13, 2000
Dear Stockholder:
I am pleased to inform you that our Company has entered into an Agreement
and Plan of Merger, dated as of March 7, 2000 (as amended from time to time,
the "Merger Agreement"), with Koninklijke Ahold N.V. ("Royal Ahold") and Snow
Acquisition, Inc., an indirect wholly owned subsidiary of Royal Ahold
("Purchaser"). Pursuant to the Merger Agreement, Purchaser has today commenced
a cash tender offer (the "Offer") to purchase all of the outstanding common
shares, par value $0.01 per share (the "Shares"), of the Company at a purchase
price of $26 per Share, net to the stockholder in cash, without interest. The
Offer will be followed by a merger (the "Merger") of Purchaser with and into
the Company, pursuant to which any remaining Shares will be converted into the
right to receive $26 per Share in cash, without interest.
Your Board of Directors has unanimously approved the Merger Agreement and
the Offer and determined that the Offer is fair to and in the best interests of
the stockholders of the Company. Your Board of Directors recommends that you
accept the Offer and tender your Shares pursuant to the Offer.
In arriving at its recommendation, the Board of Directors gave careful
consideration to the factors described in the attached Schedule 14D-9 that is
being filed today with the Securities and Exchange Commission, including, among
other things, the opinion of Xxxxxxx, Xxxxx & Co., the Company's financial
advisor, that the consideration to be received by the stockholders in the Offer
and the Merger is fair from a financial point of view.
In addition to the attached Schedule 14D-9, enclosed is the Offer to
Purchase together with related materials, including a Letter of Transmittal, to
be used for tendering your Shares pursuant to the Offer. These documents state
the terms and conditions of the Offer, provide detailed information about the
transactions and include instructions as to how to tender your Shares. I urge
you to read these documents carefully in making your decision with respect to
tendering your Shares pursuant to the Offer.
Sincerely,
/s/ Xxx Xxxxxx
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Xxx Xxxxxx
President and Chief Executive
Officer
