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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended February 03, 2000 Commission file number 1-6187
ALBERTSON'S, INC.
(Exact name of Registrant as specified in its Charter)
Delaware 82-0184434
- ------------------------- --------------------------------
(State of Incorporation) (Employer Identification Number)
250 Parkcenter Boulevard, P.O. Box 20, Boise, Idaho 83726
(208) 395-6200
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Name of each exchange
Title of each class on which registered
------------------------------------------ -----------------------
Common Stock, $1.00 par value, 423,723,783 New York Stock Exchange
shares outstanding on March 24, 2000 Pacific Stock Exchange
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE
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 Exchange 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 if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (17 CFR section 405) is not contained herein, and will not be
contained, to the best of Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. (x)
The aggregate market value of the voting stock held by nonaffiliates of the
Registrant, computed by reference to the price at which the stock was sold as of
the close of business on March 24, 2000: $11,290,033,098.
Documents Incorporated by Reference
Listed hereunder are the documents, any portions of which are incorporated by
reference, and the Parts of this Form 10-K into which such portions are
incorporated:
1. The Registrant's Annual Report to Stockholders for the fiscal year
ended February 03, 2000, portions of which are incorporated by
reference into Part I, Part II and Part IV of this Form 10-K; and
2. The Registrant's definitive proxy statement for use in connection with
the Annual Meeting of Stockholders to be held on June 15, 2000,(the
"Proxy Statement") to be filed within 120 days after the Registrant's
fiscal year ended February 03, 2000, portions of which are incorporated
by reference into Part III of this Form 10-K.
Page 1
ALBERTSON'S, INC.
FORM 10-K
TABLE OF CONTENTS
Item Page
PART I
Cautionary Statement 3
1. Business 3
2. Properties 5
3. Legal Proceedings 8
4. Submission of Matters to a Vote of Security Holders 8
PART II
5. Market for the Registrant's Common Equity 9
and Related Stockholder Matters
6. Selected Financial Data 9
7. Management's Discussion and Analysis of Financial 9
Condition and Results of Operations
7A. Quantitative and Qualitative Disclosures about 9
Market Risk
8. Financial Statements and Supplementary Data 9
9. Changes in and Disagreements with Accountants on 9
Accounting and Financial Disclosure
PART III
10. Directors and Executive Officers of the Registrant 10
11. Executive Compensation 12
12. Security Ownership of Certain Beneficial Owners and Management 12
13. Certain Relationships and Related Transactions 12
PART IV
14. Exhibits, Financial Statement Schedules and Reports on Form 8-K 13
Page 2
PART I
Cautionary Statement for Purposes of "Safe Harbor Provisions"
of the Private Securities Litigation Reform Act of 1995
From time to time, information provided by the Company, including written
or oral statements made by its representatives, may contain forward-looking
information as defined in the Private Securities Litigation Reform Act of 1995.
All statements, other than statements of historical facts, which address
activities, events or developments that the Company expects or anticipates will
or may occur in the future, including such things as integration of the
operations of acquired or merged companies, expansion and growth of the
Company's business, future capital expenditures and the Company's business
strategy, contain forward-looking information. In reviewing such information it
should be kept in mind that actual results may differ materially from those
projected or suggested in such forward-looking information. This forward-looking
information is based on various factors and was derived utilizing numerous
assumptions. Many of these factors have previously been identified in filings or
statements made by or on behalf of the Company.
Important assumptions and other important factors that could cause actual
results to differ materially from those set forth in the forward-looking
information include changes in the general economy, changes in consumer
spending, competitive factors and other factors affecting the Company's business
in or beyond the Company's control. These factors include changes in the rate of
inflation, changes in state or federal legislation or regulation, adverse
determinations with respect to litigation or other claims (including
environmental matters), labor negotiations, the Company's ability to recruit and
develop employees, its ability to develop new stores or complete remodels as
rapidly as planned, its ability to implement new technology successfully,
stability of product costs, and the Company's ability to integrate the
operations of American Stores Company.
Other factors and assumptions not identified above could also cause the
actual results to differ materially from those set forth in the forward-looking
information. The Company does not undertake to update forward-looking
information contained herein or elsewhere to reflect actual results, changes in
assumptions or changes in other factors affecting such forward-looking
information.
Item 1. Business
The Registrant, Albertson's, Inc. ("Albertson's" or the "Company"), is
incorporated under the laws of the State of Delaware and is the successor to a
business founded by J. A. Albertson in 1939.
On August 2, 1998, Albertson's and American Stores Company ("ASC") entered
into a definitive merger agreement whereby Albertson's would acquire ASC by
exchanging 0.63 share of Albertson's common stock for each share of outstanding
ASC common stock, with cash being paid in lieu of fractional shares (the
"Merger") and ASC would become a wholly owned subsidiary of Albertson's. The
Merger was approved by the stockholders of Albertson's and ASC on November 12,
1998.
The Merger was consummated on June 23, 1999, with the issuance of
approximately 177 million shares of Albertson's common stock. The Merger
constituted a tax-free reorganization and has been accounted for as a pooling of
interests for accounting and financial reporting purposes. The pooling of
interests method of accounting is intended to present as a single interest, two
or more common stockholders' interests that were previously independent;
accordingly, the consolidated financial statements of Albertson's restate the
historical financial statements as though the companies had always been
combined. The restated consolidated financial statements are adjusted to conform
accounting policies and financial statement presentations.
Page 3
In connection with the Merger, the Company entered into agreements with the
Attorneys General of California, Nevada and New Mexico and the Federal Trade
Commission to enable the Merger to proceed under applicable antitrust,
competition and trade regulation law. The agreements required the Company to
divest a total of 117 stores in California, 19 stores in Nevada and 9 stores in
New Mexico. Of the stores required to be divested, 40 were ASC locations
operated primarily under the Lucky name, and 105 were Albertson's stores
operated primarily under the Albertson's name. In addition, the Company divested
four supermarket real estate sites as required by the agreements. The Company
divested 144 of the required 145 stores as of February 3, 2000.
The Company is one of the largest retail food-drug chains in the United
States. As of February 3, 2000, the Company operated 2,492 stores in 37
Northeastern, Western, Midwestern and Southern states. These stores consist of
1,326 combination food-drug stores, 802 stand-alone drug stores, 335
conventional supermarkets, 28 warehouse stores and one e-commerce retail site.
Retail operations are supported by 21 major Company distribution centers. The
Company's distribution centers provide product exclusively to the Company's
retail stores.
The Company's combination food-drug stores are super grocery/super
drugstores under one roof and range in size from 35,000 to 82,000 square feet.
Most of these stores offer prescription drugs and an expanded section of
cosmetics and general merchandise in addition to specialty departments such as
service seafood and meat, bakery, lobby/video, service delicatessen, liquor and
floral. Many also offer meal centers, party supply centers, coffee bars,
in-store banks, photo processing and, destination categories for beverages,
snacks, pet care products, paper products and baby care merchandise. All
shopping areas are served by a common set of checkstands.
The Company's stand-alone drugstores are free-standing store sites that
average 18,300 square feet. These stores offer convenient shopping and
prescription pickup as well as a wide assortment of general merchandise, health
and beauty care, over-the-counter medication, greeting cards and photo
processing. The Company's new drugstores are typically located on corners and
many offer a drive-thru pharmacy.
The Company's conventional supermarkets range in size from 8,000 to 35,000
square feet. These stores offer a full selection in the basic departments of
grocery, meat, produce, dairy and limited general merchandise. Many locations
have a pharmacy, in-store bakery and service delicatessen.
The Company's warehouse stores are operated primarily under the names "Max
Food and Drug" and "Super Saver." These no-frills stores range in size from
17,000 to 73,000 square feet and offer significant savings with special emphasis
on discounted meat and produce.
The Company's e-commerce retail site located in Bellevue, Washington, is
the Company's first location which combines a gourmet store (17,000 square feet)
with a fulfillment center (14,000 square feet). Employees fill online orders,
which can then be delivered to, or picked up by, the customer. Albertsons.com
accepts on-line orders to be filled either by the Bellevue site or through the
fulfillment center in Fort Worth, Texas.
Sav-ondrugs.com, was piloted in October 1999, for online orders from
customers in the Las Vegas, Nevada and Kansas City, Missouri areas. It offers a
full range of basic sundry items, prescription refills and consumer health
information.
Page 4
All of the Company's stores carry a broad range of national brands and
offer private label brand products in many merchandise categories. The Company's
stores provide consumer information such as: nutritional signing in the meat and
produce departments, freshness code dating, unit pricing, meal ideas and food
information pamphlets. The Company also offers a choice of recyclable paper or
plastic bags and collection bins for plastic bag recycling.
As of February 3, 2000, the Company operated 76 fuel centers, in six
states, which are located near existing stores. These centers feature three to
six fuel pumps and a small building, ranging in size from a pay-only kiosk to a
small convenience store, featuring such items as candy, soft drinks and snack
foods.
The Company's operations are within a single operating segment, the retail
sale of food and drug merchandise. The Company's stores operate primarily under
the names of Albertson's, Acme Markets, Jewel Food Stores, Seessel's, Super
Saver, Max, Osco Drug and Sav-On.
The Company's business is highly competitive. Competition is based
primarily on price, product quality and variety, service and location. There is
direct competition from many local, regional and national supermarket chains,
supercenters, club stores, specialty retailers such as pet centers and toy
stores and large-scale drug and pharmaceutical retailers. Increasing competition
also exists from convenience stores, prepared food retailers, liquor and video
stores, film developing outlets and Internet and mail-order retailers.
The Company is subject to effects of seasonality. Sales are higher in the
Company's fourth quarter than other quarters due to the holiday season and the
increase in cold and flu occurrences.
The Company has been able to efficiently supply its stores with merchandise
through its distribution centers, outside suppliers or directly from
manufacturers in an effort to obtain merchandise at the lowest possible cost.
The Company believes that it is not dependent on any one supplier, and considers
its relations with its suppliers to be satisfactory. The Company services all of
its retail stores from Company distribution centers.
As of February 3, 2000, the Company employed approximately 235,000 people,
many of whom are covered by collective bargaining agreements. The Company
considers its present relations with employees to be good.
Item 2. Properties
The Company has actively pursued an expansion program of adding new retail
stores, enlarging and remodeling existing stores and replacing smaller stores.
During the past ten years, the Company has built or acquired 1,247 stores and
approximately 89% of the Company's current retail square footage has been opened
or remodeled during this period. The Company continues to follow the policy of
closing stores that are obsolete or lack satisfactory profit potential.
Albertson's stores are located in 37 Northeastern, Western, Midwestern and
Southern areas of the United States. The table on the following page is a
summary of the stores by state and classification as of February 3, 2000:
Page 5
Combination Conventional Warehouse Stand-Alone E-Commerce
Food-Drug Stores Stores Drug Stores Store TOTAL
- ------------------------ ------------------ -------------------- ---------------- ------------------ ----------------- -----------
Arizona 45 79 124
Arkansas 2 1 3
California 289 176 15 287 767
Colorado 44 7 51
Delaware 8 7 15
Florida 107 107
Georgia 1 1
Idaho 30 7 1 38
Illinois 155 17 93 265
Indiana 6 50 56
Iowa 4 33 37
Kansas 5 28 33
Louisiana 25 25
Maine 1 1
Maryland 2 9 11
Massachusetts 59 59
Michigan 1 1
Minnesota 1 1
Mississippi 6 1 7
Missouri 10 35 45
Montana 17 16 10 43
Nebraska 11 14 25
Nevada 35 5 42 82
New Hampshire 20 20
New Jersey 29 40 69
New Mexico 22 1 1 4 28
North Dakota 2 6 8
Oklahoma 28 28
Oregon 41 10 51
Pennsylvania 38 28 66
South Dakota 1 3 4
Tennessee 23 1 24
Texas 207 5 212
Utah 42 3 45
Washington 69 12 1 82
Wisconsin 12 34 46
Wyoming 10 2 12
------------------ -------------------- ---------------- ------------------ ----------------- -----------
Total 1,326 335 28 802 1 2,492
================== ==================== ================ ================== ================= ===========
Retail Square
Footage by Store
Type (000's) 70,819 8,926 1,270 14,702 31 95,748
================== ==================== ================ ================== ================= ===========
The Company has expanded and improved its distribution facilities when
opportunities exist to improve service to the retail stores and generate an
adequate return on investment. During 1999 approximately 75% of the merchandise
purchased for resale in Company retail stores was received from Company
distribution centers.
Albertson's distribution system consists of 21 major Company centers
located strategically throughout the Company's operating markets. The table on
the following page is a summary of the Company's distribution facilities as of
February 3, 2000:
Page 6
Major Distribution Facilities
Frozen Meat % Ice Cream Health High Volume General Pharmaceuticals Square
Grocery Food Liquor Produce Deli Plant & Beauty Health & Beauty Merch. Footage
------- ------ ------ ------- ------ --------- -------- --------------- ------- --------------- ---------
Lancaster, PA X X X 1,366,000
Melrose Park, IL X X X X 1,188,000
La Habra, CA X X X 1,184,000
Fort Worth, TX X X X X 1,100,000
Brea, CA X X X X X 1,059,000
Buena Park, CA X X X 1,010,000
Irvine, CA X X 996,000
Plant City, FL X X X X X X 979,000
Elk Grove, IL X X X 933,000
Vacaville, CA X 854,000
Portland, OR X X X X 790,000
Tulsa, OK X X X X 748,000
Houston, TX X X X X 747,000
Phoenix, AZ X X X X X X 687,000
Salt Lake City, UT X X X X 680,000
San Leandro, CA X X X 453,000
Ponca City, OK X X X 422,000
Sacramento, CA X X X X X 421,000
Denver, CO X X X X 372,000
Boise, ID X X 238,000
Lancaster, PA X X 231,000
(non-food)
Other Distribution Facilities
Las Vegas, NV X 30,000
Phoenix, AZ X 25,000
Indianapolis, IN X 22,000
Boise, ID X 11,000
----------
TOTAL SQUARE FOOTAGE -
All Distribution Facilities 16,546,000
==========
Page 7
The Company currently finances most retail store and distribution
facilities internally, thus retaining ownership of most of its land and
buildings. The Company's future expansion plans are expected to be financed
primarily from cash provided by operating activities. The Company has and will
continue to finance a portion of its new stores through lease transactions when
it does not have the opportunity to own the property.
As of February 3, 2000, the Company held title to the land and buildings of
39% of the Company's stores and held title to the buildings on leased land of an
additional 7% of the Company's stores. The Company also holds title to the land
and buildings of most of its administrative offices and distribution facilities.
Item 3. Legal Proceedings
The information required under this item is included under the caption
"Legal Proceedings" on page 50 of the Company's 1999 Annual Report to
Stockholders. This information is incorporated herein by this reference thereto.
Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted during the fourth quarter of fiscal 1999 to a
vote of security holders through the solicitation of proxies or otherwise.
Page 8
PART II
Item 5. Market for the Registrant's Common Equity and Related
Stockholder Matters
The principal markets in which the Company's common stock is traded and the
related security holder matters are set forth under the caption "Company Stock
Information" on page 60 of the Company's 1999 Annual Report to Stockholders.
This information is incorporated herein by this reference thereto. The market
value of the Company's common stock at the close of trading on March 24, 2000,
was $28.6875 per share. There were approximately 32,000 stockholders of record
on March 24, 2000.
Item 6. Selected Financial Data
Selected financial data of the Company for the fiscal years 1995 through
1999 is included under the caption "Five-Year Summary of Selected Financial
Data" on page 54 of the Company's 1999 Annual Report to Stockholders. This
information is incorporated herein by this reference thereto.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
The information required under this item is included on pages 21 to 28 of
the Company's 1999 Annual Report to Stockholders. This information is
incorporated herein by this reference thereto.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
The information required under this item is included under the caption
"Quantitative and Qualitative Disclosures about Market Risk" on page 27 of the
Company's 1999 Annual Report to Stockholders. This information is incorporated
herein by this reference thereto.
Item 8. Financial Statements and Supplementary Data
The Company's consolidated financial statements and related notes thereto,
together with the Independent Auditors' Reports and selected quarterly financial
data of the Company are presented on pages 29 to 53 and page 55 of the Company's
1999 Annual Report to Stockholders and are incorporated herein by this reference
thereto.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
None.
Page 9
PART III
Item 10. Directors and Executive Officers of the Registrant
Directors
The information regarding directors and nominees for directors of the
Company is presented under the heading "Election of Directors" in the Company's
definitive proxy statement for use in connection with the 2000 Annual Meeting of
Stockholders (the "Proxy Statement") to be filed within 120 days after the
Company's fiscal year ended February 3, 2000, and is incorporated herein by this
reference thereto.
Executive and Reporting Officers
Age Date First Appointed
as of as an Executive or
Name 3/24/00 Position Reporting Officer
- ---- -------- --------- --------------------
Gary G. Michael 59 Chairman of the Board and Chief Executive 12/02/74
Officer
Peter L. Lynch 48 President and Chief Operating Officer 06/23/99
Michael F. Reuling 53 Vice Chairman of the Company 12/30/79
Thomas E. Brother 58 Executive Vice President, Distribution 07/30/89
Robert C. Butler 51 Executive Vice President, Operations 03/21/00
Romeo R. Cefalo 50 Executive Vice President, Operations 03/21/00
Wayne A. Denningham 38 Executive Vice President, Merchandising 03/21/00
Craig R. Herkert 40 Executive Vice President, Marketing 03/21/00
A. Craig Olson 48 Executive Vice President and Chief 12/22/86
Financial Officer
Carl W. Pennington 62 Executive Vice President, Marketing 08/02/87
Thomas R. Saldin 53 Executive Vice President and General Counsel 12/26/83
Patrick S. Steele 50 Executive Vice President, Information 06/10/90
Systems and Technology
Steven D. Young 51 Executive Vice President, Human Resources 12/02/91
Richard J. Navarro 47 Senior Vice President and Controller 12/22/86
Gary G. Michael has served as Chairman of the Board and Chief Executive
Officer since 1991.
Peter L. Lynch became President and Chief Operating Officer on March 21,
2000. Previously he served as Executive Vice President, Operations from June 23,
1999; Executive Vice President and General Manager of the Acme Division of
American Stores Company from 1998; Senior Vice President, Store Operations of
the Jewel-Osco Division of American Stores Company from December 1995; Vice
President, Delta of American Stores Company from April 1995; and Senior Vice
President and General Manager of Star Market from 1994.
Page 10
Michael F. Reuling became Vice Chairman of the Company on June 23, 1999.
Previously he served as Executive Vice President, Development from January 1999
and as Executive Vice President, Store Development since 1986.
Thomas E. Brother was promoted to Executive Vice President, Distribution on
January 29, 1999. Previously he served as Senior Vice President, Distribution
from 1991.
Robert C. Butler was promoted to Executive Vice President, Operations on
March 21, 2000. Previously he served as Senior Vice President, Merchandising
from June 23, 1999; Vice President, Southern California Division from 1996; and
Vice President, Rocky Mountain Division from 1994.
Romeo R. Cefalo was promoted to Executive Vice President, Operations on
March 21, 2000. Previously he served as President, Southern California Region
from June 23, 1999; Executive Vice President and General Manager of the Lucky
South Division of American Stores Company from 1997; Senior Vice President and
General Manager of the same division from 1995; and Senior Vice President,
Operations of the Acme Division of American Stores Company from 1992.
Wayne A. Denningham was promoted to Executive Vice President, Merchandising
on March 21, 2000. Previously he served as President, Intermountain Region from
June 23, 1999; Vice President, Florida Division from 1998; Vice President, Rocky
Mountain Division from 1997; Division Manager of the same division from 1996;
and District Sales Manager of the Southwest Division from 1993.
Craig R. Herkert was promoted to Executive Vice President, Marketing on
March 21, 2000. Previously he served as President of the Eastern Region from
June 23, 1999; Senior Vice President of the Acme Division of American Stores
Company in a portion of 1998; Senior Vice President Fresh Food/Procurement of
American Stores Company in a portion of 1998; Vice President, Grocery
Procurement of American Stores Procurement and Logistics Group from 1996; Vice
President, Meat and Farmstand Merchandising of the Jewel Food Stores Division of
American Stores Company from 1995; and Merchandise Manager, Frozen and
Refrigerated Foods of the same division from 1994.
A. Craig Olson was promoted to Executive Vice President and Chief Financial
Officer on January 29, 1999. Previously he served as Senior Vice President,
Finance and Chief Financial Officer from 1991.
Carl W. Pennington was promoted to Executive Vice President, Marketing on
January 29, 1999. Previously he served as Executive Vice President, Corporate
Merchandising from 1996; and Senior Vice President, Corporate Merchandising from
1994.
Thomas R. Saldin was promoted to Executive Vice President and General
Counsel on January 29, 1999. Previously he served as Executive Vice President,
Administration and General Counsel from 1991.
Patrick S. Steele was promoted to Executive Vice President, Information
Systems and Technology on January 29, 1999. Previously he served as Senior Vice
President, Information Systems and Technology from 1993.
Steven D. Young was promoted to Executive Vice President, Human Resources
on January 29, 1999. Previously he served as Senior Vice President, Human
Resources from 1993.
Richard J. Navarro was promoted to Senior Vice President and Controller on
January 29, 1999. Previously he served as Group Vice President and Controller
from 1993.
Page 11
Item 11. Executive Compensation
Information concerning executive compensation is presented under the
headings "Summary Compensation Table," "Option Grants in Last Fiscal Year,"
"Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option
Values," and "Retirement Benefits" in the Proxy Statement. This information is
incorporated herein by this reference thereto.
Item 12. Security Ownership of Certain Beneficial Owners and Management
Information with respect to security ownership of certain beneficial owners
and management is set forth under the heading "Voting Securities and Principal
Holders Thereof" in the Proxy Statement. This information is incorporated herein
by this reference thereto.
Item 13. Certain Relationships and Related Transactions
Information concerning related transactions is presented under the heading
"Certain Transactions" in the Proxy Statement. This information is incorporated
herein by this reference thereto.
Page 12
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a)1 Financial Statements:
The Independent Auditors' Reports, together with the
Consolidated Financial Statements and the related notes
thereto, are listed below and are incorporated herein by this
reference thereto from pages 29 to 53 of the Company's Annual
Report to Stockholders for the year ended February 3, 2000:
Consolidated Earnings -- years ended February 3, 2000;
January 28, 1999; January 29, 1998.
Consolidated Balance Sheets -- February 3, 2000; January
28, 1999.
Consolidated Cash Flows -- years ended February 3, 2000;
January 28, 1999; January 29, 1998.
Consolidated Stockholders' Equity -- years ended February
3, 2000; January 28, 1999; January 29, 1998.
Notes to Consolidated Financial Statements.
Independent Auditors' Reports.
Quarterly Financial Data:
Quarterly Financial Data for the years ended February 3,
2000, and January 28, 1999, is set forth on page 55 of the
Annual Report to Stockholders for the year ended February 3,
2000, and is incorporated herein by this reference thereto.
(a)2 Schedules:
All schedules are omitted because they are not required or
because the required information is included in the
consolidated financial statements or notes thereto.
(a)3 Exhibits:
A list of the exhibits required to be filed as part of this
report is set forth in the Index to Exhibits on page 16 hereof.
(b) The following reports on Form 8-K were filed:
There were no reports on Form 8-K filed during the fourteen
week quarter ended February 3, 2000.
For the purposes of complying with the amendments to the rules governing
Form S-8 (effective July 13, 1990) under the Securities Act of 1933, the Company
hereby undertakes as follows, which undertaking shall be incorporated by
reference into the Company's Registration Statements on Form S-8 Nos. 2-80776,
33-2139, 33-7901, 33-15062, 33-43635, 33-62799, 33-59803, 333-82157, 333-82161
and 333-87773.
Page 13
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the Act) may be permitted to directors, officers and controlling
persons of the Company, the Company has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Company of expenses incurred or paid by a director, officer or controlling
person of the Company in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Company will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Albertson's, Inc. has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
ALBERTSON'S, INC.
By /s/ GARY G. MICHAEL
-------------------------
Gary G. Michael
(Chairman of the Board and
Chief Executive Officer)
Page 14
Date: April 25, 2000
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities indicated as of April 25, 2000.
GARY G. MICHAEL A. CRAIG OLSON
--------------------------------- ---------------------------------
Gary G. Michael A. Craig Olson
(Chairman of the Board and (Executive Vice President
Chief Executive Officer and and Chief Financial Officer)
Director)
RICHARD J. NAVARRO A. GARY AMES
--------------------------------- ---------------------------------
Richard J. Navarro A. Gary Ames
(Senior Vice President (Director)
and Controller)
CECIL D. ANDRUS PAMELA G. BAILEY
- -------------------------------- ---------------------------------
Cecil D. Andrus Pamela G. Bailey
(Director) (Director)
TERESA BECK HENRY I. BRYANT
--------------------------------- ---------------------------------
Teresa Beck Henry I. Bryant
(Director) (Director)
JOHN B. CARLEY PAUL I. CORDDRY
--------------------------------- ---------------------------------
John B. Carley Paul I. Corddry
(Director) (Director)
JOHN B. FERY FERNANDO R. GUMUCIO
--------------------------------- ---------------------------------
John B. Fery Fernando R. Gumucio
(Director) (Director)
CLARK A. JOHNSON CHARLES D. LEIN
--------------------------------- ---------------------------------
Clark A. Johnson Charles D. Lein
(Director) (Director)
VICTOR L. LUND BEATRIZ RIVERA
--------------------------------- ---------------------------------
Victor L. Lund Beatriz Rivera
(Director) (Director)
J.B. SCOTT ARTHUR K. SMITH
--------------------------------- ---------------------------------
J.B. Scott Arthur K. Smith
(Director) (Director)
THOMAS L. STEVENS, JR WILL M. STOREY
--------------------------------- ---------------------------------
Thomas L. Stevens, Jr. Will M. Storey
(Director) (Director)
STEVEN D. SYMMS THOMAS J. WILFORD
--------------------------------- ---------------------------------
Steven D. Symms Thomas J. Wilford
(Director) (Director)
Page 15
Index to Exhibits
Filed with the Annual Report
on Form 10-K for the
Year Ended February 3, 2000
Number Description
3.1 Restated Certificate of Incorporation (as amended) is
incorporated herein by reference to Exhibit 3.1 of Form 10-Q
for the quarter ended April 30, 1998.
3.1.1 Certificate of Designation, Preferences and Rights of Series
A Junior Participating Preferred Stock is incorporated
herein by reference to Exhibit 3.1.1 of Form 10-K for the
year ended January 30, 1997.
3.1.2 Amendment to Certificate of Designation, Preferences and
Rights of Series A Junior Participating Preferred Stock is
incorporated herein by reference to Exhibit 3.1.2 of Form
10-K for the year ended January 28, 1999.
3.2 By-Laws dated March 17, 2000.
4.1 Stockholder Rights Plan Agreement is incorporated herein
by reference to Exhibit 1 of Form 8-A Registration Statement
filed with the Commission on March 4, 1997.
4.1.1 Amendment No. One to Stockholder Rights Plan Agreement
(dated August 2, 1998) is incorporated herein by reference
to Exhibit 1 of Amendment to Form 8-A Registration Statement
filed with the Commission on August 6, 1998.
4.1.2 Amendment No. Two to Stockholder Rights Plan Agreement
(dated March 16, 1999) is incorporated herein by reference
to Exhibit 1 of Amendment to Form 8-A Registration Statement
filed with the Commission on March 25, 1999.
4.2 Indenture, dated as of May 1, 1992, between Albertson's,
Inc. and Morgan Guaranty Trust Company of New York as
Trustee is incorporated herein by reference to Exhibit 4.1
of Form S-3 Registration Statement 333-41793 filed with the
Commission on December 9, 1997.(1)
4.3 Senior Indenture dated May 1, 1995, between American Stores
Company and the First National Bank of Chicago, as Trustee,
is incorporated herein by reference to Exhibit 4.1 of Form
10-Q filed by American Stores Company (Commission File
Number 1-5392) on June 12, 1995.(1)
9 Inapplicable
10.1 J. A. and Kathryn Albertson Foundation Inc. Stock Agreement
(dated May 21, 1997) is incorporated herein by reference to
Exhibit 10.1 of Form 10-Q for the quarter ended May 1,
1997.*
10.1.1 Waiver regarding Alscott Limited Partnership #1 Stock
Agreement (dated May 21, 1997) is incorporated herein by
reference to Exhibit 10.1.1 of Form 10-Q for the quarter
ended May 1, 1997.*
Page 16
Number Description
10.1.2 Waiver regarding Kathryn Albertson Stock Agreement (dated
May 21, 1997) is incorporated herein by reference to Exhibit
10.1.2 of Form 10-Q for the quarter ended May 1, 1997.*
10.5 Form of Beneficiary Agreement for Key Executive Life
Insurance is incorporated herein by reference to Exhibit
10.5.1 of Form 10-K for the year ended January 30, 1986.*
10.6 Executive Deferred Compensation Plan (amended and restated
February 1, 1989) is incorporated herein by reference to
Exhibit 10.6 of Form 10-K for the year ended February 2,
1989.*
10.6.1 Amendment to Executive Deferred Compensation Plan (dated
December 4, 1989) is incorporated herein by reference to
Exhibit 10.6.1 of Form 10-Q for the quarter ended November
2, 1989.*
10.6.2 Amendment to Executive Deferred Compensation Plan (dated
December 15, 1998).*
10.7 Senior Operations Executive Officer Bonus Plan is
incorporated herein by reference to Exhibit 10.7 of Form
10-K for the year ended January 30, 1997.*
10.7.1 Amendment to Senior Executive Deferred Compensation Plan
(dated December 15, 1998).*
10.9 Description of Bonus Incentive Plans (amended December 3,
1984)is incorporated herein by reference to Exhibit 10.9 of
Form 10-K for the year ended January 31, 1985.*
10.10 2000 Deferred Compensation Plan (dated January 1, 2000).*
10.11 1982 Incentive Stock Option Plan (amended March 4, 1991) is
incorporated herein by reference to Exhibit 10.11 of Form
10-K for the year ended January 31, 1991. Exhibit 10.11
expired by its terms in 1992. Notwithstanding such
expiration, certain agreements for the options granted under
these option plans remain outstanding.*
10.12 Form of 1982 Incentive Stock Option Agreement (amended
November 30, 1987) is incorporated herein by reference to
Exhibit 10.12 of Form 10-Q for the quarter ended October 29,
1987.*
10.12.1 Form of 1982 Incentive Stock Option Agreement (used in
connection with certain options granted pursuant to the 1982
Incentive Stock Option Plan on or after September 5, 1989)
is incorporated herein by reference to Exhibit 10.12.1 of
Form 10-Q for the quarter ended August 3, 1989.*
10.13 Executive Pension Makeup Plan (amended and restated February
1, 1989) is incorporated herein by reference to Exhibit
10.13 of Form 10-K for the year ended February 2, 1989.*
Page 17
Number Description
10.13.1 First Amendment to Executive Pension Makeup Plan (dated June
8, 1989) is incorporated herein by reference to Exhibit
10.13.1 of Form 10-Q for the quarter ended May 4, 1989.*
10.13.2 Second Amendment to Executive Pension Makeup Plan (dated
January 12, 1990) is incorporated herein by reference to
Exhibit 10.13.2 of Form 10-K for the year ended February 1,
1990.*
10.13.3 Third Amendment to Executive Pension Makeup Plan (dated
January 31, 1990) is incorporated herein by reference to
Exhibit 10.13.3 of Form 10-Q for the quarter ended August 2,
1990.*
10.13.4 Fourth Amendment to Executive Pension Makeup Plan (effective
January 1, 1995) is incorporated herein by reference to
Exhibit 10.13.4 of Form 10-K for the year ended February 2,
1995.*
10.13.5 Amendment to Executive Pension Makeup Plan (retroactive to
January 1, 1990) is incorporated herein by reference to
Exhibit 10.13.5 of Form 10-K for the year ended February 1,
1996.*
10.13.6 Amendment to Executive Pension Makeup Plan (retroactive to
October 1, 1999).*
10.14 Executive ASRE Makeup Plan (dated September 26, 1999).*
10.15 Senior Executive Deferred Compensation Plan (amended and
restated February 1, 1989) is incorporated herein by
reference to Exhibit 10.15 of Form 10-K for the year ended
February 2, 1989.*
10.15.1 Amendment to Senior Executive Deferred Compensation Plan
(dated December 4, 1989) is incorporated herein by reference
to Exhibit 10.15.1 of Form 10-Q for the quarter ended
November 2, 1989.*
10.16 1986 Nonqualified Stock Option Plan (amended March 4, 1991)
is incorporated herein by reference to Exhibit 10.16 of Form
10-K for the year ended January 31, 1991. Exhibit 10.16
expired by its terms in 1996. Notwithstanding such
expiration, certain agreements for the options granted under
these option plans remain outstanding.*
10.17 Form of 1986 Nonqualified Stock Option Plan Stock Option
Agreement (amended November 30, 1987) is incorporated herein
by reference to Exhibit 10.17 of Form 10-Q for the
quarter ended October 29, 1987.*
10.18 Executive Pension Makeup Trust (dated February 1, 1989) is
incorporated herein by reference to Exhibit 10.18 of Form
10-K for the year ended February 2, 1989.*
10.18.1 Amendment to Executive Pension Makeup Trust (dated July 24,
1998).*
Page 18
Number Description
10.18.2 Amendment to Executive Pension Makeup Trust (dated December
1, 1998) is incorporated herein by reference to Exhibit
10.18.1 of Form 10-Q for the quarter ended October 29,
1998.*
10.18.3 Amendment to Executive Pension Makeup Trust (dated December
1, 1999).*
10.19 Executive Deferred Compensation Trust (dated February 1,
1989) is incorporated herein by reference to Exhibit 10.19
of Form 10-K for the year ended February 2, 1989.*
10.19.1 Amendment to Executive Deferred Compensation Trust (dated
July 24, 1998).*
10.19.2 Amendment to Executive Deferred Compensation Trust (dated
December 1, 1998) is incorporated herein by reference to
Exhibit 10.19.1 of Form 10-Q for the quarter ended October
29, 1998.*
10.19.3 Amendment to Executive Deferred Compensation Trust (dated
December 1, 1999).*
10.20 1990 Deferred Compensation Plan is incorporated herein by
reference to Exhibit 10.20 of Form 10-K for the year ended
January 31, 1991.*
10.20.1 Amendment to 1990 Deferred Compensation Plan (dated April
12, 1994) is incorporated herein by reference to Exhibit
10.20.1 of Form 10-Q for the quarter ended August 4, 1994.*
10.20.2 Amendment to 1990 Deferred Compensation Plan (dated November
5, 1997) is incorporated herein by reference to Exhibit
10.20.2 of Form 10-K for the year ended January 29, 1998.*
10.20.3 Amendment to 1990 Deferred Compensation Plan (dated November
1, 1998) is incorporated herein by reference to Exhibit
10.20.3 of Form 10-Q for the quarter ended October 29,
1998.*
10.21 Non-Employee Directors' Deferred Compensation Plan is
incorporated herein by reference to Exhibit 10.21 of Form
10-K for the year ended January 31, 1991.*
10.21.1 Amendment to Non-Employee Directors' Deferred Compensation
Plan (dated December 15, 1998).*
10.22 1990 Deferred Compensation Trust (dated November 20, 1990)
is incorporated herein by reference to Exhibit 10.22 of Form
10-K for the year ended January 31, 1991.*
10.22.1 Amendment to 1990 Deferred Compensation Trust (date July 24,
1998).*
10.22.2 Amendment to 1990 Deferred Compensation Trust (dated
December 1, 1998) is incorporated herein by reference to
Exhibit 10.22.1 of Form 10-Q for the quarter ended October
29, 1998.*
Page 19
Number Description
10.22.3 Amendment to 1990 Deferred Compensation Trust (dated
December 1, 1999).*
10.23 2000 Deferred Compensation Trust (dated January 1, 2000).*
10.24 1995 Stock-Based Incentive Plan (dated May 26, 1995) is
incorporated herein by reference to Exhibit 10.24 of Form
10-Q for the quarter ended May 4, 1995.*
10.24.1 Form of 1995 Stock-Based Incentive Plan Stock Option
Agreement (dated December 4, 1995) is incorporated herein by
reference to Exhibit 10.24.1 of Form 10-K for the year ended
February 1, 1996.*
10.25 1995 Stock Option Plan for Non-Employee Directors (dated May
26, 1995) is incorporated herein by reference to Exhibit
10.25 of Form 10-Q for the quarter ended May 4, 1995.*
10.25.1 Form of 1995 Stock Option Plan for Non-Employee Directors
Agreement (dated May 30, 1995) is incorporated herein by
reference to Exhibit 10.25.1 of Form 10-Q for the quarter
ended May 4, 1995.*
10.26 Amended and Restated 1995 Stock-Based Incentive Plan (dated
November 12, 1998) is incorporated herein by reference to
Exhibit 10.26 of Form 10-Q for the quarter ended October 29,
1998.*
10.27 Termination and Consulting Agreement by and among American
Stores Company, Albertson's, Inc. and Victor L. Lund is
incorporated herein by reference to Exhibit 10.27 of Form
10-K for the year ended January 28, 1999.*
10.28 Credit Agreement (5-year)(dated March 22, 2000).
10.29 Credit Agreement (364-day)(dated March 22, 2000).
10.30 American Stores Company Supplemental Executive Retirement
Plan 1998 Restatement is incorporated herein by reference to
Exhibit 4.1 of Form S-8 filed by American Stores Company
(Commission File Number 1-5392) on July 13,
1998.*
10.30.1 Amendment to American Stores Company Supplemental Executive
Retirement Plan 1998 Restatement, dated as of September 15,
1998, is incorporated herein by reference to Exhibit 10.4 of
Form 10-Q filed by American Stores Company (Commission File
Number 1-5392) on December 11, 1998.*
10.31 American Stores Company 1997 Stock Option and Stock Award
Plan is incorporated herein by reference to Exhibit B of the
1997 Proxy Statement filed by American Stores Company
(Commission File Number 1-5392) on May 2, 1997.*
10.31.1 Amendment to American Stores Company 1997 Stock Option and
Stock Award Plan, dated as of October 8, 1998, is
incorporated herein by reference to Exhibit 10.1 of Form
10-Q filed by American Stores Company (Commission File
Number 1-5392) on December 11, 1998.*
Page 20
Number Description
10.32 American Stores Company 1997A Stock Option and Stock Award
Plan, dated as of March 27, 1997, is incorporated herein by
reference to Exhibit 4.11 of the S-8 Registration Statement
(Registration No. 333-8215 filed by Albertson's, Inc. on
July 2, 1999.*
10.33 American Stores Company 1997 Stock Plan to Non-Employee
Directors is incorporated herein by reference to Exhibit C
of the 1997 Proxy Statement filed by American Stores Company
(Commission file number 1-5392) on May 2, 1997.*
10.34 American Stores Company amended and restated 1989 Stock
Option and Stock Award Plan is incorporated herein by
reference to Exhibit 4.13 of the S-8 Registration Statement
(Registration No. 333-82157) filed by Albertson's, Inc. on
July 2, 1999.*
10.35 American Stores Company Amendment and Restated 1985 Stock
Option and Stock Award Plan is incorporated herein by
reference to the S-8 Registration Statement (Registration
No. 333-82157) filed by Albertson's, Inc. on July 2, 1999.*
11 Inapplicable
12 Inapplicable
13 Exhibit 13 consists of pages 21 to 55 and page 60 of
Albertson's, Inc. 1999 Annual Report to Stockholders which
are numbered as pages 1 to 36 of Exhibit 13. Such report,
except to the extent incorporated herein by reference, has
been sent to and furnished for the information of the
Securities and Exchange Commission only and is not to be
deemed filed as part of this Annual Report on Form 10-K. The
references to the pages incorporated by reference are to the
printed Annual Report. The references to the pages of
Exhibit 13 are as follows: Item 3--page 30; Item 5--page 36;
Item 6-page 34; Item 7-pages 1 through 8; Item 7A-page 7;
and Items 8 and 14--pages 9 through 33 and page 35.
16 Inapplicable
18 Inapplicable
21 Subsidiaries of the Registrant
22 Inapplicable
23 Independent Auditors' Consent - Deloitte & Touche LLP
23.1 Independent Auditors' Consent - Ernst & Young LLP
24 Inapplicable
27 Financial Data Schedule - Fiscal Year 1999
Page 21
Footnotes
- ---------
* Identifies management contracts or compensatory plans or
arrangements required to be filed as an exhibit hereto.
(1) In reliance upon Item 601(b)(4)(iii)(A) of Regulation S-K, various
other instruments defining the rights of holders of long-term debt
of the Registrant and its subsidiaries are not being filed
herewith, because the total amount of securities authorized under
each such instrument does not exceed 10% of the total assets of the
Registrant and its subsidiaries on a consolidated basis. The
Registrant hereby agrees to furnish a copy of any such instrument
to the Commission upon request.
Page 22