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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 2, 1995 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) 385-6200
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, 254,022,781 New York Stock Exchange
shares outstanding on March 31, 1995 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. ( )
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 31, 1995: $6,210,893,114.
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 2, 1995, portions of which are incorporated by
reference into 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 26, 1995, (the
"Proxy Statement") to be filed within 120 days after the Registrant's
fiscal year ended February 2, 1995, portions of which are incorporated
by reference into Part III of this Form 10-K.
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2
Documents Incorporated by Reference
Part II
Item 5 - Market for the Registrant's Inside back cover of the Annual Report
Common Equity and Related to Stockholders for the year ended
Stockholder Matters February 2, 1995
Item 6 - Selected Financial Data Page 40 of the Annual Report to
Stockholders for the year ended
February 2, 1995
Item 7 - Management's Discussion and Pages 17 to 19 of the Annual
Analysis of Financial Report to Stockholders for the
Condition and Results of year ended February 2, 1995
Operations
Item 8 - Financial Statements and Pages 20 to 39 and page 41 of the
Supplementary Data Annual Report to Stockholders for
the year ended February 2, 1995
Part III
Item 10 - Directors and Executive The material contained under the
Officers of the Registrant headings "Election of Directors,"
"Nominees for Election as
Class III Directors," "Nominee for
Election as Class II Director,"
"Continuing Class I Directors,"
"Continuing Class II Directors" and
"Filing of Forms Pursuant to Section
16 of the Securities Exchange Act of
1934" in the Proxy Statement
Item 11 - Executive Compensation The material contained under the
headings "Summary Compensation Table,"
"Stock Option and Year-End Value
Table" 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 20 to 39 and page 41 of the
Statement Schedules and Annual Report to Stockholders for
Reports on Form 8-K the year ended February 2, 1995
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ALBERTSON'S, INC.
TABLE OF CONTENTS
Item Page
- ---- ----
PART I
1. Business 4
2. Properties 5
3. Legal Proceedings 7
4. Submission of Matters to a Vote of Security Holders 7
PART II
5. Market for the Registrant's Common Equity and Related
Stockholder Matters 8
6. Selected Financial Data 8
7. Management's Discussion and Analysis of Financial
Condition and Results of Operations 8
8. Financial Statements and Supplementary Data 8
9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure 8
PART III
10. Directors and Executive Officers of the Registrant 9
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
3
4
PART I
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 the fourth largest retail food-drug chain
in the United States with operations in 19 Western, Midwestern and Southern
states. As of February 2, 1995, the Company operated 720 stores consisting of
588 combination food-drug stores, 88 conventional supermarkets and 44 warehouse
stores. Retail operations are supported by eleven Company-owned distribution
centers.
The Company's combination food-drug stores are super grocery/super
drugstores under one roof and range in size from 35,000 to 75,000 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 and floral. Food
and nonfood shopping areas are served by a common set of checkstands and
approximately equal amounts of selling space are devoted to each area.
The Company's conventional supermarkets range in size from 15,000 to 35,000
square feet. These stores offer a full selection in the basic departments of
grocery, meat, produce, dairy and limited nonfood lines. Many locations have
an in-store bakery and 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.
The Company's retail operations are organized into regions with each region
comprised of three to five divisions. A senior vice president who also serves
as a regional manager 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 responsible for an average of 20 stores
and merchandising specialists in areas such as grocery, produce, pharmacy,
liquor, general merchandise, bakery, meat and service delicatessen. District
sales managers, as well as store directors, are responsible for overall store
operations, and merchandising specialists serve as advisors to help maintain
adherence to overall division pricing and merchandising policies.
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 supermarkets, including independent stores and
local outlets of regional and national chains. Competition also exists with
respect to particular products from such retailers as convenience stores,
warehouse stores, drugstores and nonfood superstores.
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.
4
5
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 emphasize everyday low prices and provide consumer information such as:
nutritional signing in the meat and produce departments, freshness code dating,
unit pricing 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 2, 1995, the Company employed approximately 76,000 people.
Approximately 42% of the employees are covered by collective bargaining
agreements. The Company considers its present relations with employees to be
satisfactory and intends to continue employee development and training,
employee benefit, wage and salary administration programs.
Albertson's stores are located in the Western, Midwestern and Southern areas
of the United States. The following is a summary of the stores by state as of
February 2, 1995:
Albertson's Retail Stores
-------------------------
Arizona 24
Arkansas 1
California 161
Colorado 46
Florida 82
Idaho 28
Kansas 4
Louisiana 14
Montana 8
Nebraska 6
Nevada 24
New Mexico 18
Oklahoma 17
Oregon 46
South Dakota 1
Texas 128
Utah 33
Washington 71
Wyoming 8
---
Total 720
===
Item 2. Properties
The Company has actively pursued an expansion program of adding new retail
stores, enlarging and remodeling existing stores and replacing old stores.
During the past ten years, the Company has built or acquired 430 stores.
Approximately 93% of the Company's current square footage has been opened or
remodeled during the same period. The Company continues to follow the policy
of closing stores that are obsolete or lack satisfactory profit potential.
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 such 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 plans to use future cash to
be provided by operating activities and short or medium-term financing to
continue expansion plans in the foreseeable future.
5
6
As of year end, the Company operated 720 stores in the states discussed in
Item 1. An analysis of stores by division is as follows:
Number
of Stores
---------
Idaho (Southern Idaho (25), Northern Nevada (7),
Eastern Oregon (4) and Wyoming (1)) 37
Inland Empire (Eastern Washington (18),
Montana (8) and Northern Idaho (2)) 28
Utah (Utah (33) and Wyoming (1)) 34
Western Washington 49
Oregon (Western Oregon (42) and Washington (4)) 46
Southern California (California (92) and
Southern Nevada (17)) 109
Northern California 43
Rocky Mountain (Colorado (37), Wyoming (5),
and South Dakota (1)) 43
Southwest (Arizona (24), New Mexico (17), Texas (4)
and California (1)) 46
Midwest (Oklahoma (17), Nebraska (6) and Kansas (4)) 27
South Texas 34
North Texas (Texas (83), Louisiana (14)
and Arkansas (1)) 98
Florida 82
Max Food & Drug (California (25), Colorado (9),
Texas (7), Idaho (1), New Mexico (1) and Wyoming (1)) 44
---
720
===
The following is a summary of stores, by classification, as of the indicated
fiscal year end:
1994 1993 1992 1991 1990
---- ---- ---- ---- ----
Combination Food-Drug 588 536 506 407 364
Conventional Stores 88 96 106 123 136
Warehouse Stores 44 44 44 32 31
--- --- --- --- ---
Total 720 676 656 562 531
=== === === === ===
The following table summarizes the Company's square footage by store type as
of the indicated fiscal year end (in thousands):
1994 1993 1992 1991 1990
------ ------ ------ ------ ------
Combination Food-Drug 29,217 26,602 25,159 19,647 17,589
Conventional Stores 2,524 2,741 3,009 3,471 3,800
Warehouse Stores 2,037 2,031 1,959 1,383 1,345
------ ------ ------ ------ ------
Total 33,778 31,374 30,127 24,501 22,734
====== ====== ====== ====== ======
The Company has expanded and improved its distribution facilities in areas
where opportunities exist to improve service to the retail stores and generate
an adequate return on investment. During 1994, approximately 77% of the
merchandise purchased for resale in Company retail stores was received from
Company-owned distribution facilities.
6
7
Albertson's distribution system consists of eleven Company-owned centers
located strategically throughout the Company's operating area. These units
operate as separate profit centers. The following is a summary of the
Company's distribution and manufacturing facilities as of February 2, 1995:
Location Square Footage
-------- --------------
Fort Worth, Texas
Groceries, Frozen Food, Produce, Meat and Deli 1,100,000
Brea, California
Groceries, Frozen Food, Produce, Liquor,
Bakery, Meat and Deli 1,059,000
Plant City, Florida
Groceries, Frozen Food, Produce, Liquor, Meat,
Deli and high volume Health and Beauty Care 954,000
Phoenix, Arizona
Groceries, Frozen Food, Produce, Liquor, Meat,
Deli and high volume Health and Beauty Care 687,000
Portland, Oregon
Groceries, Frozen Food, Produce, Meat and Deli 622,000
Sacramento, California
Groceries, Frozen Food, Produce, Liquor, Meat
and Deli 421,000
Ponca City, Oklahoma
Health and Beauty Care, General Merchandise
and Pharmaceuticals 419,000
Salt Lake City, Utah
Groceries, Frozen Food, Produce, Meat and Deli 406,000
Denver, Colorado
Groceries, Frozen Food, Produce, Meat and Deli 355,000
Boise, Idaho
Health and Beauty Care and General Merchandise 158,000
Ice Cream Plant 11,000
---------
Total 6,192,000
=========
As of February 2, 1995, the Company held title to the land and buildings of
45% 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 the corporate headquarters in Boise, Idaho and all of the
distribution centers.
Item 3. Legal Proceedings
The final judgment granted by the trial court in favor of the Company in the
Super Food Services litigation was affirmed on appeal by the District Court of
Appeal for the State of Florida, Fifth District, on December 29, 1994, and
Super Food's Motion for Rehearing and/or Clarification was denied on January
30, 1995. There are no further possible appeals.
The Company is involved in routine litigation incidental to operations. In
the opinion of management, the ultimate resolution of these legal proceedings
will not have a material adverse effect on the Company's financial condition or
results of operations.
Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted during the fourth quarter of 1994 to a vote of
security holders through the solicitation of proxies or otherwise.
7
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 the inside back cover of the Company's 1994 Annual Report to
Stockholders. This information is incorporated herein by this reference
thereto. The market value of the Company's common stock on March 31, 1995 was
$32.25 per share.
Item 6. Selected Financial Data
Selected financial data of the Company for the fiscal years 1990 through
1994 is included under the caption "Five Year Summary of Selected Financial
Data" on page 40 of the Company's 1994 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
"Management's Discussion and Analysis of Results of Operations and Financial
Condition" on pages 17 to 19 of the Company's 1994 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 20 to 39 and page 41 of
the Company's 1994 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
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.
8
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 headings "Election of Directors," "Nominees for
Election as Class III Directors," "Nominee for Election as Class II Director,"
"Continuing Class I Directors," "Continuing Class II Directors" and "Filing of
Forms Pursuant to Section 16 of the Securities Exchange Act of 1934" in the
Company's definitive proxy statement for use in connection with the 1995 Annual
Meeting of Stockholders (the "Proxy Statement") to be filed within 120 days
after the Company's fiscal year ended February 2, 1995, and is incorporated
herein by this reference thereto.
Executive Officers
Age Date First Appointed
as of as an Executive
Name 3/31/95 Position Officer
---- ------- -------- --------------------
Warren E. McCain 69 Chairman of the Executive 06/30/72
Committee of the Board
Gary G. Michael 54 Chairman of the Board and 12/02/74
Chief Executive Officer
John B. Carley 61 President and Chief Operating 04/05/76
Officer
Michael F. Reuling 48 Executive Vice President, 12/30/79
Store Development
Thomas R. Saldin 48 Executive Vice President, 12/26/83
Administration and
General Counsel
Thomas E. Brother 53 Senior Vice President, 07/30/89
Distribution
Richard L. King 45 Senior Vice President and 01/01/94
Regional Manager
A. Craig Olson 43 Senior Vice President, Finance 12/22/86
and Chief Financial Officer
Carl W. Pennington 57 Senior Vice President, 08/02/87
Corporate Merchandising
Allen R. Rowland 50 Senior Vice President and 08/07/89
Regional Manager
Patrick S. Steele 45 Senior Vice President, 06/10/90
Information Systems and
Technology
Ronald D. Walk 51 Senior Vice President and 05/28/84
Regional Manager
Steven D. Young 46 Senior Vice President, Human 12/02/91
Resources
9
10
Age Date First Appointed
as of as an Executive
Name 3/31/95 Position Officer
---- ------- -------- --------------------
David G. Dean 44 Group Vice President, 12/02/91
Procurement
Peggy Jo Jones 42 Group Vice President, Employee 11/29/93
Development and Communications
Richard J. Navarro 42 Group Vice President and 11/29/93
Controller
Warren E. McCain became Chairman of the Executive Committee of the Board on
February 1, 1991. Previously, he served as Chairman of the Board and Chief
Executive Officer from December 6, 1976.
Gary G. Michael assumed the position of Chairman of the Board and Chief
Executive Officer on February 1, 1991. Previously, he held the positions of
Vice Chairman of the Board and Chief Financial and Corporate Development
Officer from 1984.
John B. Carley assumed additional responsibilities as Chief Operating
Officer on February 1, 1991. He has served as President since 1984.
Michael F. Reuling has served as Executive Vice President, Store Development
since 1986.
Thomas R. Saldin was promoted to Executive Vice President, Administration
and General Counsel in 1991. Previously, he served as Senior Vice President
and General Counsel from 1983.
Thomas E. Brother was promoted to Senior Vice President, Distribution in
1991. Previously he served as Group Vice President, Distribution from 1989.
Richard L. King was promoted to Senior Vice President and Regional Manager
in November 1994. Previously he served as Group Vice President, Merchandising
from January 1994, Vice President of the Rocky Mountain Division from 1992 and
Division Manager, Rocky Mountain Division from 1991. Prior to that time he
served as Director of Operations, Texas Division from 1990 and District Sales
Manager, Texas Division from 1987.
A. Craig Olson was promoted to Senior Vice President, Finance and Chief
Financial Officer on February 1, 1991. Previously, he served as Group Vice
President, Finance from 1986.
Carl W. Pennington was promoted to Senior Vice President, Corporate
Merchandising in 1994. Previously he served as Senior Vice President and
Regional Manager from 1988.
Allen R. Rowland has held the position of Senior Vice President and Regional
Manager since 1989.
Patrick S. Steele was promoted to Senior Vice President, Information Systems
and Technology in 1993. Previously he served as Group Vice President,
Management Information Systems from 1990 and Vice President, Systems
Development from 1983.
Ronald D. Walk has held the position of Senior Vice President and Regional
Manager since 1984.
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11
Steven D. Young was promoted to Senior Vice President, Human Resources in
1993. Previously he served as Group Vice President, Human Resources from 1991
and Vice President, Personnel from 1983.
David G. Dean was promoted to Group Vice President, Procurement in 1991.
Previously, he served as Vice President, Private Label Operations from 1988.
Peggy Jo Jones was promoted to Group Vice President, Employee Development
and Communications in November 1993. Previously she served as Vice President,
Employee Development and Communications from September 1993, Vice President,
Retail Accounting from 1992, Assistant Vice President, Retail Accounting from
1990 and Director of Retail Store Automation from 1989.
Richard J. Navarro was promoted to Group Vice President and Controller in
1993. Previously he served as Vice President and Controller from 1989.
Item 11. Executive Compensation
Information concerning executive compensation is presented under the
headings "Summary Compensation Table," "Stock Option and Year-End Value Table"
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.
11
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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 20 to 39 of the Company's Annual Report to Stockholders for
the year ended February 2, 1995:
Consolidated Earnings -- years ended February 2, 1995;
February 3, 1994; January 28, 1993.
Consolidated Balance Sheets -- February 2, 1995;
February 3, 1994; January 28, 1993.
Consolidated Cash Flows -- years ended February 2, 1995;
February 3, 1994; January 28, 1993.
Consolidated Stockholders' Equity -- years ended
February 2, 1995; February 3, 1994; January 28, 1993.
Notes to Consolidated Financial Statements.
Independent Auditors' Report.
Quarterly Financial Data:
Quarterly Financial Data for the years ended February 2, 1995
and February 3, 1994 is set forth on page 41 of the Annual Report
to Stockholders for the year ended February 2, 1995, 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) Reports on Form 8-K:
There were no reports on Form 8-K during the quarter ended
February 2, 1995.
12
13
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. 2-53959,
2-80776, 33-2139, 33-7901, 33-15062 and 33-43635.
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.
13
14
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statements
numbered 2-53959, 2-80776, 33-2139, 33-7901, 33-15062, and 33-43635 on Form
S-8 and Registration Statements numbered 33-46436 and 33-49329 on Form S-3 of
Albertson's, Inc. and subsidiaries of our reports dated March 22, 1995,
appearing in and incorporated by reference in the Annual Report on Form 10-K of
Albertson's, Inc. and subsidiaries for the year ended February 2, 1995.
Deloitte & Touche LLP
Boise, Idaho
April 7, 1995
14
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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 GARY G. MICHAEL
---------------------------
Gary G. Michael
(Chairman of the Board and
Chief Executive Officer)
Date: April 7, 1995
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 7, 1995.
WARREN E. McCAIN GARY G. MICHAEL
- --------------------------------- ---------------------------------
Warren E. McCain Gary G. Michael
(Chairman of the Executive (Chairman of the Board and
Committee of the Board and Chief Executive Officer and
Director) Director)
JOHN B. CARLEY A. CRAIG OLSON
- --------------------------------- ---------------------------------
John B. Carley A. Craig Olson
(President and Chief Operating (Senior Vice President, Finance
Officer and Director) and Chief Financial Officer)
RICHARD J. NAVARRO KATHRYN ALBERTSON
- --------------------------------- ---------------------------------
Richard J. Navarro Kathryn Albertson
(Group Vice President and (Director)
Controller)
(Chief Accounting Officer) CECIL D. ANDRUS
--------------------------------
A. GARY AMES Cecil D. Andrus
- --------------------------------- (Director)
A. Gary Ames
(Director) JOHN B. FERY
--------------------------------
PAUL I. CORDDRY John B. Fery
- --------------------------------- (Director)
Paul I. Corddry
(Director) CHARLES D. LEIN
---------------------------------
CLARK A. JOHNSON Charles D. Lein
- --------------------------------- (Director)
Clark A. Johnson
(Director) J. B. SCOTT
---------------------------------
BEATRIZ RIVERA J. B. Scott
- --------------------------------- (Director)
Beatriz Rivera
(Director) STEVEN D. SYMMS
---------------------------------
WILL M. STOREY Steven D. Symms
- --------------------------------- (Director)
Will M. Storey
(Director)
15
16
Index to Exhibits
Filed with the Annual Report
on Form 10-K for the
Year Ended February 2, 1995
Number Description
- ------ -----------
3.1 Restated Certificate of Incorporation(1)
3.2 By-Laws dated September 1, 1993(2)
4.1 Stockholder Rights Plan Agreement(3)
4.1.1 First Amendment to Stockholder Rights Plan Agreement (dated
August 31, 1987)(4)
4.1.2 Second Amendment to Stockholder Rights Plan Agreement (dated
November 28, 1988)(5)
4.1.3 Third Amendment to Stockholder Rights Plan Agreement (dated
September 6, 1989)(6)
4.1.4 Fourth Amendment to Stockholder Rights Plan Agreement (dated
September 6, 1994)(7)
4.2 Indenture, dated as of May 1, 1992, between Albertson's, Inc.,
and Morgan Guaranty Trust Company of New York as Trustee(8)
9 Inapplicable
10.2 Kathryn Albertson Stock Agreement(9)*
10.5 Form of Beneficiary Agreement for Key Executive Life Insurance(10)*
10.6 Executive Deferred Compensation Plan (amended and restated
February 1, 1989)(11)*
10.6.1 Amendment to Executive Deferred Compensation Plan (dated
December 4, 1989)(12)*
10.7 1975 Employees' Stock Option Plan (amended September 6, 1983)(13)*
10.8 Form of 1975 Nonstatutory Stock Option Agreement(9)*
10.9 Description of Bonus Incentive Plans (amended December 3,
1984)(14)*
10.10 Agreement Among Albertson's, Inc., Theo Albrecht Stiftung and
Theo Albrecht dated as of February 15, 1980(9)
10.10.1 Letter Amendment of October 13, 1982 regarding Exhibit 10.10(15)
10.10.2 First Amendment dated April 11, 1984 to Agreement among
Albertson's, Inc., Theo Albrecht Stiftung and Theo Albrecht(16)
10.10.3 Second Amendment dated September 25, 1989 to Agreement among
Albertson's, Inc., Markus Stiftung and Theo Albrecht(12)
10.10.4 Third Amendment dated December 5, 1994 to Agreement among
Albertson's, Inc., Markus Stiftung and Theo Albrecht
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)(4)*
16
17
Number Description
- ------ -----------
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)(6)*
10.13 Executive Pension Makeup Plan (amended and restated February 1,
1989)(11)*
10.13.1 First Amendment to Executive Pension Makeup Plan (dated June 8,
1989)(18)*
10.13.2 Second Amendment to Executive Pension Makeup Plan (dated January 12,
1990)(19)*
10.13.3 Third Amendment to Executive Pension Makeup Plan (dated January 31,
1990)(20)*
10.13.4 Fourth Amendment to Executive Pension Makeup Plan (effective
January 1, 1995)*
10.14 Credit Agreement (dated October 5, 1994)(21)
10.15 Senior Executive Deferred Compensation Plan (amended and
restated February 1, 1989)(11)*
10.15.1 Amendment to Senior Executive Deferred Compensation Plan (dated
December 4, 1989)(12)*
10.16 1986 Nonqualified Stock Option Plan (amended March 4, 1991)(17)*
10.17 Form of 1986 Nonqualified Stock Option Plan Stock Option Agreement
(amended November 30, 1987)(4)
10.18 Executive Pension Makeup Trust (dated February 1, 1989)(11)*
10.19 Executive Deferred Compensation Trust (dated February 1, 1989)(11)*
10.20 1990 Deferred Compensation Plan(17)*
10.20.1 Amendment to 1990 Deferred Compensation Plan (dated April 12,
1994)(7)*
10.21 Non-Employee Directors' Deferred Compensation Plan(17)*
10.22 1990 Deferred Compensation Trust (dated November 20, 1990)(17)*
10.23 Letter Agreement with Warren E. McCain (dated December 3, 1990)(17)*
11 Inapplicable
12 Inapplicable
13 Exhibit 13 consists of pages 17 to 41 and the inside back cover of
Albertson's, Inc. 1994 Annual Report to Stockholders which are
numbered as pages 1 to 26 of Exhibit 13. Such report, except to the
extent incorporated hereby 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 5--page 26; Item 6--page
24; Item 7--pages 1 through 3; and Item 8--pages 4 through 23 and
page 25.
17
18
Number Description
- ------ -----------
14 Inapplicable
15 Inapplicable
16 Inapplicable
17 Inapplicable
18 Inapplicable
19 Inapplicable
20 Inapplicable
21 Inapplicable
22 Inapplicable
23 Inapplicable
24 Inapplicable
25 Inapplicable
26 Inapplicable
27 Financial Data Schedule
28 Inapplicable
* Identifies management contracts or compensatory plans or
arrangements required to be filed as an exhibit hereto.
(1) Exhibit 3.1 is incorporated herein by reference to Exhibit 3.1 of the
Form 10-Q for the quarter ended May 2, 1991.
(2) Exhibit 3.2 is incorporated herein by reference to Exhibit 3.2 of the
Form 10-K for the year ended February 3, 1994.
(3) Exhibit 4.1 is incorporated herein by reference to Exhibit 1 of
Albertson's, Inc. Form 8-A Registration Statement filed with the
Commission on March 3, 1987.
(4) Exhibits 4.1.1, 10.12 and 10.17 are incorporated herein by reference to
Exhibits 4.1.1, 10.12 and 10.17, respectively, of the Form 10-Q for the
quarter ended October 29, 1987.
(5) Exhibit 4.1.2 is incorporated herein by reference to Exhibit 4.1.2 of
the Form 10-Q for the quarter ended October 27, 1988.
(6) Exhibits 4.1.3 and 10.12.1 are incorporated herein by reference to
Exhibits 4.1.3 and 10.12.1, respectively, of the Form 10-Q for the
quarter ended August 3, 1989.
(7) Exhibits 4.1.4 and 10.20.1 are incorporated herein by reference to
Exhibits 4.1.4 and 10.20.1, respectively of the Form 10-Q for the
quarter ended August 4, 1994.
18
19
(8) Exhibit 4.2 is incorporated herein by reference to Exhibit 4.1 of
Registration Statement 33-49329. 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.
(9) Exhibits 10.2, 10.8 and 10.10 are incorporated herein by reference
to Exhibits 10.2, 10.8 and 10.10, respectively, of the Form 10-K for
the year ended January 29, 1981.
(10) Exhibit 10.5 is incorporated herein by reference to Exhibit 10.5.1 of
the Form 10-K for the year ended January 30, 1986.
(11) 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 the Form 10-K for the year ended February 2, 1989.
(12) 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
the Form 10-Q for the quarter ended November 2, 1989.
(13) Exhibit 10.7 is incorporated herein by reference to Exhibit 10.7 of the
Form 10-K for the year ended February 2, 1984. Exhibit 10.7 expired by
its terms April 6, 1985. Notwithstanding such expiration, certain
agreements for options granted under this option plan remained
outstanding during the fiscal year.
(14) Exhibit 10.9 is incorporated herein by reference to Exhibit 10.9 of
the Form 10-K for the year ended January 31, 1985.
(15) Exhibit 10.10.1 is incorporated herein by reference to
Exhibit 10.10.1 of the Form 10-K for the year ended February 3, 1983.
(16) Exhibit 10.10.2 is incorporated herein by reference to
Exhibit 10.10.2 of the Company's Form 10-Q for the quarter ended
May 3, 1984.
(17) Exhibits 10.11, 10.16, 10.20, 10.21, 10.22 and 10.23 are incorporated
herein by reference to Exhibits 10.11, 10.16, 10.20, 10.21, 10.22 and
10.23, respectively, of the Form 10-K for the year ended January 31,
1991. Exhibit 10.11 expired by its terms February 29, 1992.
Notwithstanding such expiration, certain agreements for the options
granted under this option plan remain outstanding.
(18) Exhibit 10.13.1 is incorporated herein by reference to
Exhibit 10.13.1 of the Company's Form 10-Q for the quarter ended
May 4, 1989.
(19) Exhibit 10.13.2 is incorporated herein by reference to Exhibit 10.13.2
of the Company's Form 10-K for the year ended February 1, 1990.
(20) Exhibit 10.13.3 is incorporated herein by reference to Exhibit 10.13.3
of the Company's Form 10-Q for the quarter ended August 2, 1990.
(21) Exhibit 10.14 is incorporated herein by reference to Exhibit 10.14
of the Company's Form 10-Q for the quarter ended November 3, 1994.
19