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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 January 28, 1999 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, 245,820,750 New York Stock Exchange
shares outstanding on March 26, 1999 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 26, 1999: $10,339,370,895.
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
January 28, 1999, 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 May 28, 1999,(the "Proxy
Statement") to be filed within 120 days after the Registrant's fiscal year
ended January 28, 1999, portions of which are incorporated by reference
into Part III of this Form 10-K.
Page 1
Documents Incorporated by Reference
-----------------------------------
Part I
- ------
Item 3 - Legal Proceedings Page 43 of the Annual Report
to stockholders for the year ended
January 28, 1999
Part II
- -------
Item 5 - Market for the Registrant's Page 50 of the Annual Report
Common Equity and Related to Stockholders for the year ended
Stockholder Matters January 28, 1999
Item 6 - Selected Financial Data Page 46 of the Annual Report to
Stockholders for the year ended
January 28, 1999
Item 7 - Management's Discussion and Pages 19 to 23 of the Annual
Analysis of Financial Report to Stockholders for the
Condition and Results of year ended January 28, 1999
Operations
Item 7A - Quantitative and Qualitative Page 22 of the Annual Report to
Disclosures about Market Stockholders for the year ended
Risk January 28, 1999
Item 8 - Financial Statements and Pages 24 to 45 and page 47 of the
Supplementary Data Annual Report to Stockholders for
the year ended January 28, 1999
Part III
- --------
Item 10 - Directors and Executive The material contained under the
Officers of the Registrant heading "Election of Directors" in
the Proxy Statement
Item 11 - Executive Compensation The material contained under the
headings "Summary Compensation
Table," "Aggregated Option
Exercises in Last Fiscal Year and
Fiscal Year-End Option Values" and
"Retirement Benefits" in the Proxy
Statement
Item 12 - Security Ownership of The material contained under the
Certain Beneficial Owners heading "Voting Securities and
and Management Principal Holders Thereof" in the
Proxy Statement
Item 13 - Certain Relationships and The material contained under the
Related Transactions heading "Certain Transactions" in
the Proxy Statement
Part IV
- -------
Item 14 - Exhibits, Financial Pages 24 to 45 and page 47 of the
Statement Schedules and Annual Report to Stockholders for
Reports on Form 8-K the year ended January 28, 1999
Page 2
ALBERTSON'S, INC.
FORM 10-K
TABLE OF CONTENTS
Item Page
- ---- ----
PART I
Business Combination 4
Cautionary Statement 4
1. Business 5
2. Properties 6
3. Legal Proceedings 9
4. Submission of Matters to a Vote of Security Holders 9
PART II
5. Market for the Registrant's Common Equity and Related
Stockholder Matters 9
6. Selected Financial Data 9
7. Management's Discussion and Analysis of Financial
Condition and Results of Operations 9
7A. Quantitative and Qualitative Disclosures about
Market Risk 9
8. Financial Statements and Supplementary Data 9
9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure 10
PART III
10. Directors and Executive Officers of the Registrant 10
11. Executive Compensation 11
12. Security Ownership of Certain Beneficial Owners
and Management 11
13. Certain Relationships and Related Transactions 11
PART IV
14. Exhibits, Financial Statement Schedules and Reports
on Form 8-K 12
Page 3
PART I
Business Combination
- --------------------
On August 2, 1998, the Company entered into a definitive merger agreement
with American Stores Company (ASC) which was approved by the stockholders of
Albertson's and ASC on November 12, 1998. The agreement provides for a business
combination between the Company and ASC in which ASC will become a wholly owned
subsidiary of the Company (the Merger). Under the terms of the agreement, the
holders of ASC common stock will be issued 0.63 shares of Albertson's, Inc.,
common stock in exchange for each share of ASC common stock, with cash being
paid in lieu of fractional shares, in a transaction intended to qualify as a
pooling of interests for accounting purposes and as a tax-free reorganization
for federal income tax purposes. The transaction is subject to certain
regulatory clearance and is expected to close during the latter part of the
Company's first fiscal quarter or early in the second fiscal quarter of 1999.
The Merger will result in a charge to operations of approximately $65
million for transaction fees and costs incident to the Merger. These costs
consist primarily of investment banking, legal, accounting, printing and
regulatory filing fees. Costs of integrating the two companies will result in
additional significant non-recurring charges to the results of operations of the
combined company; however, the actual amount of such charges cannot be
determined until the transition plan relating to the integration of operations
is completed. It is expected that such charges will have a material effect on
the combined company's results of operations for the quarter in which the Merger
is consummated and additional significant charges relating to the Merger may
also be recognized in subsequent quarters.
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,
including statements about the ability of the Company and ASC to obtain the
necessary regulatory approvals and satisfy other conditions to the closing of
the merger transaction and with respect to the future performance of the
combined companies. 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 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, adverse effects of failure to
achieve Year 2000 compliance, 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, the ability of the Company and ASC to obtain the required
regulatory approvals on terms acceptable to them, adverse changes in the
business or financial condition of the Company or ASC prior to the closing of
the merger transaction and the Company's ability to integrate the operations of
ASC.
Page 4
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
- -----------------
General
The Registrant, Albertson's, Inc. (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. The Company is one of the largest retail food-drug chains
in the United States. As of January 28, 1999, the Company operated 983 stores in
25 Western, Midwestern and Southern states. These stores consist of 866
combination food-drug stores, 86 conventional supermarkets and 31 warehouse
stores. Retail operations are supported by 11 Company-owned 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
nonfoods 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. Food and nonfood shopping areas are
served by a common set of checkstands.
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 non-food lines. Many locations have an
in-store bakery and a service delicatessen.
The Company's warehouse stores are operated primarily under the name "Max
Food and Drug." 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.
As of January 28, 1999, the Company operated 17 fuel centers 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 retail operations are organized into regions with each region
comprised of four or five divisions. A regional president directs the operating
divisions in retail strategies, planning, marketing approaches and employee
development. Each operating division is managed by a division vice president or
manager. The division staff includes district sales managers who oversee the
operations of 16 stores on average and merchandising specialists in areas such
as grocery, produce, pharmacy, liquor, general merchandise, bakery, meat and
service delicatessen. Merchandising specialists serve as advisors to help
maintain adherence to overall division pricing and merchandising policies. Each
store has a store director responsible for overall store operations, department
managers and a front-end manager.
Page 5
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 has been able to efficiently supply its stores with merchandise
through various means. Stores are provided with merchandise from the Company's
distribution centers, outside suppliers or directly from manufacturers in an
effort to obtain merchandise at the lowest possible cost. The Company services
all of its retail stores from Company-owned distribution centers.
All of the Company's stores carry a broad range of national brands and offer
"Albertson's Brands" 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 January 28, 1999, the Company employed approximately 100,000 people,
many of whom are covered by collective bargaining agreements. The Company
considers its present relations with employees to be good.
Albertson's stores are located in 25 Western, Midwestern and Southern areas
of the United States. The following is a summary of the stores by state as of
January 28, 1999:
Albertson's Retail Stores
--------------------------
Arizona 41
Arkansas 2
California 177
Colorado 50
Florida 104
Georgia 1
Idaho 35
Iowa 3
Kansas 6
Louisiana 23
Mississippi 6
Missouri 10
Montana 34
Nebraska 10
Nevada 31
New Mexico 22
North Dakota 2
Oklahoma 25
Oregon 50
South Dakota 1
Tennessee 21
Texas 197
Utah 43
Washington 77
Wyoming 12
---
983
===
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 631 stores and
approximately 93% 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.
Page 6
Prior to 1984 the Company financed a major portion of its stores under sale
and leaseback arrangements. The leases normally require the Company to pay for
property taxes, insurance and general maintenance. Some of the leases provide
for contingent rent in addition to minimum rent if sales exceed specified
amounts. Typically all leases contain renewal options which allow the Company
the right to extend the lease for varying additional periods.
Since 1984 the Company has financed most retail store construction
internally, rather than through sale and leaseback arrangements, thus retaining
ownership 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 will continue to finance a portion of its new stores through lease
transactions when it does not have the option to own the property.
As of January 28, 1999, the Company operated 983 stores in the states
discussed in Item 1. An analysis of stores listed by division is as follows:
Number
of Stores
---------
Idaho (Southern Idaho (32), Northern Nevada (11),
Eastern Oregon (1) and Wyoming (1)) 45
Inland Empire (Eastern Washington (18),
Oregon (3) and Northern Idaho (3)) 24
Utah (Utah (43) and Wyoming (1)) 44
Western Washington 54
Oregon (Western Oregon (46) and Washington (5)) 51
Southern California (California (128) and
Southern Nevada (20)) 148
Northern California 48
Rocky Mountain (Colorado (50), Wyoming (10),
New Mexico (1) and South Dakota (1)) 62
Southwest (Arizona (41), New Mexico (21), Texas (3)
and California (1)) 66
Big Sky (Montana (34) and North Dakota (2)) 36
Midwest (Oklahoma (25), Nebraska (10), Kansas (6)
and Iowa (3)) 44
Missouri 10
Houston (Texas (35) and Louisiana (19)) 54
San Antonio (Texas (47)) 47
Dallas/Ft. Worth (Texas (112), Louisiana (4) and
Arkansas (1)) 117
Tennessee (Tennessee (21), Mississippi (6),
Georgia (1) and Arkansas (1)) 29
Florida 104
---
983
===
The following is a summary of stores, by classification, as of the indicated
fiscal year end:
1998 1997 1996 1995 1994
---- ---- ---- ---- ----
Combination Food-Drug 866 768 715 646 588
Conventional Stores 86 72 72 78 88
Warehouse Stores 31 38 39 40 44
--- --- --- --- ---
983 878 826 764 720
=== === === === ===
Page 7
The following table summarizes the Company's retail square footage by store
type as of the indicated fiscal year end (in thousands):
1998 1997 1996 1995 1994
---- ---- ---- ---- ----
Combination Food-Drug 44,601 38,904 35,886 32,217 29,217
Conventional Stores 2,369 2,105 2,113 2,261 2,524
Warehouse Stores 1,432 1,792 1,841 1,881 2,037
------ ------ ------ ------ ------
48,402 42,801 39,840 36,359 33,778
====== ====== ====== ====== ======
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 1998 approximately 75% of the merchandise
purchased for resale in Company retail stores was received from Company-owned
distribution centers.
Albertson's distribution system consists of 11 Company-owned centers located
strategically throughout the Company's operating markets. The following is a
summary of the Company's distribution and manufacturing facilities as of January
28, 1999:
Location Square Footage
-------- --------------
Fort Worth, Texas
Groceries, Frozen Food, Produce, Meat and Deli 1,100,000
Brea, California
Groceries, Frozen Food, Produce, Liquor,
Meat and Deli 1,018,000
Central Bakery 41,000
Plant City, Florida
Groceries, Frozen Food, Produce, Liquor, Meat,
Deli and high-volume Health and Beauty Care 979,000
Portland, Oregon
Groceries, Frozen Food, Produce, Meat and Deli 790,000
Houston, Texas
Groceries, Frozen Food, Produce, Meat and Deli 747,000
Phoenix, Arizona
Groceries, Frozen Food, Produce, Liquor, Meat,
Deli and high-volume Health and Beauty Care 687,000
Salt Lake City, Utah
Groceries, Frozen Food, Produce, Meat and Deli 680,000
Ponca City, Oklahoma
Health and Beauty Care, General Merchandise
and Pharmaceuticals 422,000
Sacramento, California
Groceries, Frozen Food, Produce, Liquor, Meat
and Deli 421,000
Denver, Colorado
Groceries, Frozen Food, Produce, Meat and Deli 372,000
Boise, Idaho
Health and Beauty Care and General Merchandise 238,000
Ice Cream Plant 11,000
Memphis, Tennessee:
Central Bakery 29,000
Central Kitchen 7,000
---------
7,542,000
=========
As of January 28, 1999, the Company held title to the land and buildings of
53% of the Company's stores and held title to the buildings on leased land of an
additional 10% of the Company's stores. The Company also holds title to the land
and buildings of the Company's corporate headquarters in Boise, Idaho, 8
division offices and all of the distribution facilities.
Page 8
Item 3. Legal Proceedings
- --------------------------
The information required under this item is included under the caption "Legal
Proceedings" on page 43 of the Company's 1998 Annual Report to Stockholders.
This information is incorporated herein by this reference thereto.
Item 4. Submission of Matters to a Vote of Security Holders
- ------------------------------------------------------------
Information regarding the Company's Special Meeting of Stockholders held on
November 12, 1998, was included under Item 4 of the Company's Form 10-Q for the
quarter ended October 29, 1998.
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 captions "Stockholders
of Record" and "Company Stock Information" on page 50 of the Company's 1998
Annual Report to Stockholders. This information is incorporated herein by this
reference thereto. The market value of the Company's common stock on March 26,
1999, was $55.1875 per share.
Item 6. Selected Financial Data
- --------------------------------
Selected financial data of the Company for the fiscal years 1994 through
1998 is included under the caption "Five Year Summary of Selected Financial
Data" on page 46 of the Company's 1998 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 under the caption
"Financial Review" on pages 19 to 23 of the Company's 1998 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 22 of the
Company's 1998 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' Report and the selected quarterly
financial data of the Company are presented on pages 24 to 45 and page 47 of the
Company's 1998 Annual Report to Stockholders and are incorporated herein by this
reference thereto.
Page 9
Item 9. Changes in and Disagreements with Accountants on Accounting and
- ------------------------------------------------------------------------
Financial Disclosure
- --------------------
There have been no reports on Form 8-K filed within 24 months prior to the
date of the most recent financial statements reporting a change of accountants
or reporting disagreements on any matter of accounting principle, practice,
financial statement disclosure or auditing scope or procedure.
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 1999 Annual Meeting of
Stockholders (the "Proxy Statement") to be filed within 120 days after the
Company's fiscal year ended January 28, 1999, and is incorporated herein by this
reference thereto.
Executive Officers
- ------------------
Age Date First Appointed
as of as an Executive
Name 3/26/99 Position Officer
---- ------- -------- --------------------
Gary G. Michael 58 Chairman of the Board and 12/02/74
Chief Executive Officer
Richard L. King 49 President and Chief Operating 01/01/94
Officer
Thomas E. Brother 57 Executive Vice President, 07/30/89
Distribution
A. Craig Olson 47 Executive Vice President 12/22/86
and Chief Financial Officer
Carl W. Pennington 61 Executive Vice President, 08/02/87
Marketing
Michael F. Reuling 52 Executive Vice President, 12/30/79
Development
Thomas R. Saldin 52 Executive Vice President 12/26/83
and General Counsel
David G. Simonson 52 Executive Vice President, 02/02/96
Operations
Patrick S. Steele 49 Executive Vice President, 06/10/90
Information Systems and
Technology
Steven D. Young 50 Executive Vice President, 12/02/91
Human Resources
Gary G. Michael has served as Chairman of the Board and Chief Executive
Officer since 1991.
Page 10
Richard L. King was promoted to President and Chief Operating Officer on
February 2, 1996. Previously he served as Senior Vice President and Regional
Manager from November 1994; Group Vice President, Merchandising from January
1994; and Vice President, Rocky Mountain Division from 1992.
Thomas E. Brother was promoted to Executive Vice President, Distribution on
January 29, 1999. Previously he served as Senior Vice President, Distribution
from 1991.
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; Senior Vice President, Corporate Merchandising from
1994; and Senior Vice President and Regional Manager from 1988.
Michael F. Reuling was promoted to Executive Vice President, Development on
January 29, 1999. Previously he served as Executive Vice President, Store
Development since 1986.
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.
David G. Simonson was promoted to Executive Vice President, Operations on
January 29, 1999. Previously he served as Senior Vice President and Regional
Manager from 1996; and Vice President, Southern California Division 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; and Group Vice
President, Management Information Systems from 1990.
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; and Group Vice President, Human Resources from 1991.
Item 11. Executive Compensation
- --------------------------------
Information concerning executive compensation is presented under the headings
"Summary Compensation Table," "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 11
PART IV
-------
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
- -------------------------------------------------------------------------
(a)1 Financial Statements:
The Independent Auditors' Report, together with the Consolidated
Financial Statements and the related notes thereto, are listed below
and are incorporated herein by this reference thereto from pages 24 to
45 of the Company's Annual Report to Stockholders for the year ended
January 28, 1999:
Consolidated Earnings -- years ended January 28, 1999; January 29,
1998; January 30, 1997.
Consolidated Balance Sheets -- January 28, 1999; January 29, 1998;
January 30, 1997.
Consolidated Cash Flows -- years ended January 28, 1999; January
29, 1998; January 30, 1997.
Consolidated Stockholders' Equity -- years ended January 28, 1999;
January 29, 1998; January 30, 1997.
Notes to Consolidated Financial Statements.
Independent Auditors' Report.
Quarterly Financial Data:
Quarterly Financial Data for the years ended January 28, 1999 and
January 29, 1998 is set forth on page 47 of the Annual Report to
Stockholders for the year ended January 28, 1999, 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 15 hereof.
Page 12
(b) The following reports on Form 8-K were filed:
Current Report on Form 8-K dated November 3, 1998, regarding the
Company's sales trend release for the four-week and thirteen-week
periods ended October 29, 1998.
Current Report on Form 8-K dated November 19, 1998, regarding the
Company's Special Meeting of Stockholders and the press release
issued in connection with that meeting.
Current Report on Form 8-K dated January 11, 1999, regarding the
Albertson's, Inc. and American Stores Company Joint Proxy
Statement and Prospectus dated October 9, 1998.
Current Report on Form 8-K dated April 5, 1999, regarding the
Company's Credit Agreement dated as of March 30, 1999.
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 Company's Registration Statements on Form S-8 Nos. 2-80776,
33-2139, 33-7901, 33-15062, 33-43635, 33-62799 and 33-59803.
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 13
Date: April 8, 1999
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 8, 1999.
GARY G. MICHAEL RICHARD L. KING
- --------------------------------- -------------------------------
Gary G. Michael Richard L. King
(Chairman of the Board and (President and Chief
Chief Executive Officer and Operating Officer and
Director) Director)
A. CRAIG OLSON RICHARD J. NAVARRO
- --------------------------------- -------------------------------
A. Craig Olson Richard J. Navarro
(Executive Vice President (Senior Vice President
and Chief Financial Officer) and Controller)
A. GARY AMES CECIL D. ANDRUS
- --------------------------------- -------------------------------
A. Gary Ames Cecil D. Andrus
(Director) (Director)
JOHN B. CARLEY PAUL I. CORDDRY
- --------------------------------- -------------------------------
John B. Carley Paul I. Corddry
(Director) (Director)
JOHN B. FERY CLARK A. JOHNSON
- -------------------------------- -------------------------------
John B. Fery Clark A. Johnson
(Director) (Director)
CHARLES D. LEIN BEATRIZ RIVERA
- --------------------------------- -------------------------------
Charles D. Lein Beatriz Rivera
(Director) (Director)
J.B. SCOTT THOMAS L. STEVENS, JR.
- --------------------------------- -------------------------------
J.B. Scott Thomas L. Stevens, Jr.
(Director) (Director)
WILL M. STOREY STEVEN D. SYMMS
- --------------------------------- -------------------------------
Will M. Storey Steven D. Symms
(Director) (Director)
Page 14
Index to Exhibits
Filed with the Annual Report
on Form 10-K for the
Year Ended January 28, 1999
Number Description
- ------ -----------
2 Agreement and Plan of Merger, dated as of August 2, 1998,
among Albertson's, Inc., Abacus Holdings, Inc. and American
Stores Company (1)
2.1 Stock Option Agreement, dated as of August 2, 1998, between
Albertson's, Inc. and American Stores Company (American
Stores Company as Issuer) (1)
2.2 Stock Option Agreement, dated as of August 2, 1998, between
Albertson's, Inc. and American Stores Company (Albertson's,
Inc. as Issuer) (1)
3.1 Restated Certificate of Incorporation (as amended) (2)
3.1.1 Certificate of Designation, Preferences and Rights of Series
A Junior Participating Preferred Stock (3)
3.1.2 Amendment to Certificate of Designation, Preferences and
Rights of Series A Junior Participating Preferred Stock
3.2 By-Laws dated March 1, 1999
4.1 Stockholder Rights Plan Agreement (4)
4.1.1 Amendment No. One to Stockholder Rights Plan Agreement
(dated August 2, 1998) (5)
4.1.2 Amendment No. Two to Stockholder Rights Plan Agreement
(dated March 16, 1999) (6)
4.2 Indenture, dated as of May 1, 1992, between Albertson's,
Inc. and Morgan Guaranty Trust Company of New York as
Trustee (7)
9 Inapplicable
10.1 J. A. and Kathryn Albertson Foundation Inc. Stock Agreement
(dated May 21, 1997) (8)*
10.1.1 Waiver regarding Alscott Limited Partnership #1 Stock
Agreement (dated May 21, 1997) (8)*
10.1.2 Waiver regarding Kathryn Albertson Stock Agreement (dated
May 21, 1997)(8)*
10.5 Form of Beneficiary Agreement for Key Executive Life
Insurance (9)*
10.6 Executive Deferred Compensation Plan (amended and restated
February 1, 1989) (10)*
10.6.1 Amendment to Executive Deferred Compensation Plan (dated
December 4, 1989) (11)*
10.7 Senior Operations Executive Officer Bonus Plan (3)*
10.9 Description of Bonus Incentive Plans (amended December 3
1984)(12)*
Page 15
Number Description
- ------ -----------
10.10 Agreement Among Albertson's, Inc., Theo Albrecht Stiftung
And Theo Albrecht dated as of February 15, 1980 (13)
10.10.1 Letter Amendment of October 13, 1982, regarding Exhibit
10.10 (14)
10.10.2 First Amendment dated April 11, 1984, to Agreement among
Albertson's, Inc., Theo Albrecht Stiftung and
Theo Albrecht (15)
10.10.3 Second Amendment dated September 25, 1989 to Agreement among
Albertson's, Inc., Markus Stiftung and Theo Albrecht (11)
10.10.4 Third Amendment dated December 5, 1994 to Agreement among
Albertson's, Inc., Markus Stiftung and Theo Albrecht (16)
10.11 1982 Incentive Stock Option Plan (amended
March 4, 1991)(17)*
10.12 Form of 1982 Incentive Stock Option Agreement (amended
November 30, 1987) (18)*
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)
(19)*
10.13 Executive Pension Makeup Plan (amended and restated
February 1, 1989) (10)*
10.13.1 First Amendment to Executive Pension Makeup Plan (dated
June 8, 1989) (20)*
10.13.2 Second Amendment to Executive Pension Makeup Plan (dated
January 12, 1990) (21)*
10.13.3 Third Amendment to Executive Pension Makeup Plan (dated
January 31, 1990) (22)*
10.13.4 Fourth Amendment to Executive Pension Makeup Plan (effective
January 1, 1995) (16)*
10.13.5 Amendment to Executive Pension Makeup Plan (retroactive to
January 1, 1990) (23)*
10.14 Credit Agreement (dated October 5, 1994) (24)
10.14.1 Amendment No. 1 to Credit Agreement (dated
October 25, 1995) (25)
10.14.2 Amended and Restated Credit Agreement (dated
December 17, 1996) (3)
10.15 Senior Executive Deferred Compensation Plan (amended and
restated February 1, 1989) (10)*
10.15.1 Amendment to Senior Executive Deferred Compensation Plan
(dated December 4, 1989) (11)*
10.16 1986 Nonqualified Stock Option Plan (amended
March 4, 1991) (17)*
Page 16
Number Description
- ------ -----------
10.17 Form of 1986 Nonqualified Stock Option Plan Stock Option
Agreement (amended November 30, 1987) (18)
10.18 Executive Pension Makeup Trust (dated
February 1, 1989) (10)*
10.18.1 Amendment to Executive Pension Makeup Trust (dated December 1,
1998) (26)*
10.19 Executive Deferred Compensation Trust (dated
February 1, 1989) (10)*
10.19.1 Amendment to Executive Deferred Compensation Trust (dated
December 1, 1998) (26)*
10.20 1990 Deferred Compensation Plan (17)*
10.20.1 Amendment to 1990 Deferred Compensation Plan (dated
April 12, 1994) (27)*
10.20.2 Amendment to 1990 Deferred Compensation Plan (dated
November 5, 1997) (28)*
10.20.3 Amendment to 1990 Deferred Compensation Plan (dated
November 1, 1998) (26)*
10.21 Non-Employee Directors' Deferred Compensation Plan (17)*
10.22 1990 Deferred Compensation Trust (dated
November 20, 1990) (17)*
10.22.1 Amendment to 1990 Deferred Compensation Trust (dated
December 1, 1998) (26)*
10.23 Letter Agreement with John B. Carley (dated
December 4, 1995) (23)*
10.24 1995 Stock-Based Incentive Plan (dated May 26, 1995) (29)*
10.24.1 Form of 1995 Stock-Based Incentive Plan Stock Option
Agreement (dated December 4, 1995) (23)*
10.25 1995 Stock Option Plan for Non-Employee Directors (dated
May 26, 1995) (29)*
10.25.1 Form of 1995 Stock Option Plan for Non-Employee Directors
Agreement (dated May 30, 1995) (29)*
10.26 Amended and Restated 1995 Stock-Based Incentive Plan (dated
November 12, 1998) (26)*
10.27 Termination and Consulting Agreement by and among American
Stores Company, Albertson's, Inc. and Victor L. Lund*
10.28 Credit Agreement (dated March 30, 1999) (30)
11 Inapplicable
12 Inapplicable
Page 17
Number Description
- ------ -----------
13 Exhibit 13 consists of pages 19 to 50 of Albertson's, Inc.
1998 Annual Report to Stockholders which are numbered as
pages 1 to 31 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 24;
Item 5--pages 30 and 31; Item 6-page 28; Item 7-pages 1
through 5; item 7A-page 3; and Items 8 and 14--pages 6
through 27 and page 29.
16 Inapplicable
18 Inapplicable
21 Inapplicable
22 Inapplicable
23 Independent Auditors' Consent
24 Inapplicable
27 Financial Data Schedule - Fiscal Year 1998
* Identifies management contracts or compensatory plans or arrangements
required to be filed as an exhibit hereto.
(1) Exhibits 2, 2.1 and 2.2 are incorporated herein by reference to Exhibit 2,
2.1 and 2.2 of Form 10-Q for the quarter ended July 30, 1998.
(2) Exhibit 3.1 is incorporated herein by reference to Exhibit 3.1 of Form 10-Q
for the quarter ended April 30, 1998.
(3) Exhibits 3.1.1, 10.7 and 10.14.2 are incorporated herein by reference to
Exhibits 3.1.1, 10.7 and 10.14.2, respectively, of Form 10-K for the year
ended January 30, 1997.
(4) Exhibit 4.1 is incorporated herein by reference to Exhibit 1 of Form 8-A
Registration Statement filed with the Commission on March 4, 1997.
(5) Exhibit 4.1.1 is incorporated herein by reference to Exhibit 1 of Amendment
to Form 8-A Registration Statement filed with the Commission on August 6,
1998.
(6) Exhibit 4.1.2 is incorporated herein by reference to Exhibit 1 of Amendment
to Form 8-A Registration Statement filed with the Commission on March 25,
1999.
Page 18
(7) Exhibit 4.2 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. 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.
(8) Exhibits 10.1, 10.1.1 and 10.1.2 are incorporated herein by reference to
Exhibits 10.1, 10.1.1 and 10.1.2, respectively, of Form 10-Q for the
quarter ended May 1, 1997.
(9) Exhibit 10.5 is incorporated herein by reference to Exhibit 10.5.1 of Form
10-K for the year ended January 30, 1986.
(10) Exhibits 10.6, 10.13, 10.15, 10.18 and 10.19 are incorporated herein by
reference to Exhibits 10.6, 10.13, 10.15, 10.18 and 10.19, respectively, of
Form 10-K for the year ended February 2, 1989.
(11) Exhibits 10.6.1, 10.10.3 and 10.15.1 are incorporated herein by reference
to Exhibits 10.6.1, 10.10.3 and 10.15.1, respectively, of Form 10-Q for the
quarter ended November 2, 1989.
(12) Exhibit 10.9 is incorporated herein by reference to Exhibit 10.9 of Form
10-K for the year ended January 31, 1985.
(13) Exhibit 10.10 is incorporated herein by reference to Exhibit 10.10 of Form
10-K for the year ended January 29, 1981.
(14) Exhibit 10.10.1 is incorporated herein by reference to Exhibit 10.10.1 of
Form 10-K for the year ended February 3, 1983.
(15) Exhibit 10.10.2 is incorporated herein by reference to Exhibit 10.10.2 of
Form 10-Q for the quarter ended May 3, 1994.
(16) Exhibits 10.10.4 and 10.13.4 are incorporated herein by reference To
Exhibits 10.10.4 and 10.13.4 of Form 10-K for the year ended February 2,
1995.
(17) Exhibits 10.11, 10.16, 10.20, 10.21 and 10.22 are incorporated herein by
reference to Exhibits 10.11, 10.16, 10.20, 10.21 and 10.22, respectively,
of Form 10-K for the year ended January 31, 1991. Exhibit 10.11 expired by
its terms in 1992 and Exhibit 10.16 expired by its terms in 1996.
Notwithstanding such expiration, certain agreements for the options granted
under these option plans remain outstanding.
(18) Exhibits 10.12 and 10.17 are incorporated herein by reference to Exhibits
10.12 and 10.17, respectively, of Form 10-Q for the quarter ended October
29, 1987.
(19) Exhibit 10.12.1 is incorporated herein by reference to Exhibit 10.12.1 of
Form 10-Q for the quarter ended August 3, 1989.
(20) Exhibit 10.13.1 is incorporated herein by reference to Exhibit 10.13.1 of
Form 10-Q for the quarter ended May 4, 1989.
(21) Exhibit 10.13.2 is incorporated herein by reference to Exhibit 10.13.2 of
Form 10-K for the year ended February 1, 1990.
Page 19
(22) Exhibit 10.13.3 is incorporated herein by reference to Exhibit 10.13.3 of
Form 10-Q for the quarter ended August 2, 1990.
(23) Exhibits 10.13.5, 10.23 and 10.24.1 are incorporated herein by reference to
Exhibits 10.13.5, 10.23 and 10.24.1, respectively, of Form 10-K for the
year ended February 1, 1996.
(24) Exhibit 10.14 is incorporated herein by reference to Exhibit 10.14 of Form
10-Q for the quarter ended November 3, 1994.
(25) Exhibit 10.14.1 is incorporated herein by reference to Exhibit 10.14.1 of
Form 10-Q for the quarter ended November 2, 1995.
(26) Exhibits 10.18.1, 10.19.1, 10.20.3, 10.22.1 and 10.26 are incorporated
herein by reference to Exhibits 10.18.1, 10.19.1, 10.20.3, 10.22.1 and
10.26 of Form 10-Q for the quarter ended October 29, 1998.
(27) Exhibit 10.20.1 is incorporated herein by reference to Exhibit 10.20.1 of
Form 10-Q for the quarter ended August 4, 1994.
(28) Exhibit 10.20.2 is incorporated herein by reference to Exhibit 10.20.2 of
Form 10-K for the year ended January 29, 1998.
(29) Exhibits 10.24, 10.25 and 10.25.1 are incorporated herein by reference to
Exhibits 10.24, 10.25 and 10.25.1, respectively, of Form 10-Q for the
quarter ended May 4, 1995.
(30) Exhibit 10.28 is incorporated herein by reference to Exhibit 10.28 of Form
8-K dated April 5, 1999.
Page 20