ANNUAL MEETING 1999-05-17 (1)

ELLIOT ZWIEBACH / Additional reporting: JAMES FALLON London

ZAANDAM, Netherlands -- Ahold here said last week it may be interested in expanding its European base through a merger or partnership with another European operator.

Cees van der Hoeven, Ahold president, did not specify what companies Ahold may be interested in. However, under reporters' questioning during a press conference in conjunction with the annual meeting here, he said Carrefour in France and Sainsbury and Tesco in the United Kingdom are the kinds of quality companies to which Ahold might be drawn.

Van der Hoeven said Ahold is considering a joint venture or other form of partnership in Europe.

He said Ahold is prepared to meet its corporate goals without making any changes in Europe, where it operates stores here and in Portugal, Spain, Poland and the Czech Republic. According to van der Hoeven, Ahold is satisfied with its market-leading positions in those nations and doesn't believe it needs to spread itself further into Europe.

"But at the same time we see the consolidation process taking place, and we want to be sure if any good apples fall, they fall into our yard," an Ahold spokesman quoted van der Hoeven as saying. "We have a list that includes a handful of companies we are interested in if they are willing to join the Ahold group."

Van der Hoeven said Ahold is not in any formal discussions with any European operators, "but we are in contact because we see each other at meetings of Food Marketing Institute and CIES, so we know each other well. But there is nothing imminent."

Speaking to shareholders at last week's annual meeting, van der Hoeven said Ahold would pursue a large acquisition or merger in Europe only if it "adds considerable value to our group of companies, if the prospective company's culture matches ours and if it leads to synergy elsewhere in the world." Van der Hoeven also said Ahold continues to be on the lookout for more U.S. acquisitions following its $1.75 billion purchase in March of Pathmark Stores, Carteret, N.J. -- a transaction expected to be completed later this year.

Van der Hoeven told shareholders Ahold wants to become the best and most successful supermarket operator in the world. "Let me assure you this is the goal upon which each and every one of us at Ahold is focused," he said.

"Our vision is to create a network of superior supermarket companies in the world's important trade areas. Individually these companies should be among the world's best and, jointly, they should generate substantial added value, benefiting from the achievement of knowledge transfer and economies of scale.

"The contours of this network are becoming increasingly visible."

Besides Europe and the United States, Ahold has holdings in Latin America and Asia.

Van der Hoeven told the meeting the integration of Giant Food, Landover, Md., which Ahold purchased in October 1998, is proceeding "well ahead of schedule."

The company said the addition of the Giant stores was a primary factor in the company's ability to raise U.S. sales, which increased 36.7% to $6.1 billion for the first quarter ended March 31. Excluding the Giant stores, sales would have risen 6.3% during the quarter, the company noted.

Ahold said it will release full first-quarter results June 10. However, it said overall sales rose 27.2% to $10 billion (U.S.), including increases of 3.5% in The Netherlands, 38.9% in other European countries (Poland, Portugal, Spain and the Czech Republic); 100% in Latin America, reflecting the consolidation of Disco in Argentina and Santa Isabel in Chile; and 28.6% in Asia (Thailand, Malaysia, Singapore and China).

The company said it expects sales and earnings for the full year to improve in all regions, with earnings per share likely to rise 15% to 20%, excluding currency fluctuations.