SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) September 26, 2003
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Albertson's, Inc.
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(Exact Name of Registrant as Specified in Charter)
Delaware 1-6187 82-0184434
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
250 Parkcenter Boulevard, P.O. Box 20, Boise, Idaho 83726
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (208) 395-6200
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ITEM 5. Other Events.
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In 1997, the Board of Directors of Albertson's, Inc. (the "Company")
adopted a Stockholder Rights Plan, dated as of December 9, 1996 (the "Rights
Agreement"), between the Company and American Stock Transfer & Trust Company,
successor to ChaseMellon Shareholder Services, L.L.C., as rights agent, which
was amended effective August 2, 1998, March 16, 1999 and February 26, 2002. The
Rights Agreement provides that one right (a "Right") will be attached to each
share of common stock, par value $1.00 per share, of the Company (the "Common
Stock"). On September 26, 2003, the Company and the rights agent entered into
Amendment No. 3 to the Rights Plan. The following summarizes the Rights
Agreement, as so amended. The Rights Agreement and the amendments thereto are
incorporated herein by this reference. The description of the Rights contained
herein is qualified in its entirety by reference to such documents.
The Rights were issued initially to holders of record of the Common Stock
on March 21, 1997 (the "Record Date"). Each Right entitles the registered holder
to purchase from the Company one one-thousandth of a share of Series A Junior
Participating Preferred Stock, par value $1.00 per share, of the Company (the
"Preferred Stock") at a purchase price of $160 (the "Purchase Price"), subject
to adjustment.
Initially, the Rights will be attached to all outstanding shares of Common
Stock, and no separate certificates in respect of the Rights ("Rights
Certificates") will be distributed. All certificates representing shares of
Common Stock issued by the Company following the Record Date will bear a legend
indicating that the Rights are attached to such shares of Common Stock. Shares
issued prior to the Record Date will be deemed to have Rights attached,
notwithstanding the absence of a legend on the Common Stock certificate. The
Rights will separate from the Common Stock and a Distribution Date will occur
upon the earlier of (i) 10 days following a public announcement that a person or
group of affiliated or associated persons (an "Acquiring Person") has acquired,
or obtained the right to acquire, beneficial ownership of 15% or more of the
outstanding shares of Common Stock (the "Stock Acquisition Date"), or (ii) 10
business days (or such later date as may be determined by the Board of
Directors) following the commencement of a tender offer or exchange offer that
would result in a person or group beneficially owning 15% or more of the
outstanding shares of Common Stock (the earlier of (i) and (ii), the
"Distribution Date"). Until the Distribution Date, (i) the Rights will be
evidenced by the Common Stock certificates and will be transferred with and only
with such certificates, (ii) new Common Stock certificates will contain a
notation incorporating the Rights Agreement by reference and (iii) the surrender
for transfer of any certificates for Common Stock outstanding will also
constitute the transfer of the Rights associated with the Common Stock
represented by such certificates.
The Rights are not exercisable until the Distribution Date and will expire
at the close of business on March 21, 2007, unless earlier redeemed or extended
by the Company.
As soon as practicable after the Distribution Date, Rights Certificates
will be mailed to holders of record of the Common Stock as of the close of
business on the Distribution Date and, thereafter, the separate Rights
Certificates alone will represent the Rights. Except as otherwise determined by
the Board of Directors, only shares of Common Stock issued prior to the
Distribution Date will be issued with Rights.
In the event that any person becomes an Acquiring Person, each holder of a
Right will thereafter have the right to receive, upon exercise, Common Stock
(or, in certain circumstances, cash, property or other securities of the
Company) having a value equal to two times the Purchase Price. Notwithstanding
the foregoing, following the occurrence of an event set forth in this paragraph
(the "Flip-in Event"), all Rights that are, or (under certain circumstances
specified in the Rights Agreement) were, beneficially owned by any Acquiring
Person will be null and void. However, Rights are not exercisable following the
occurrence of a Flip-in Event until such time as the Rights are no longer
redeemable by the Company, as set forth below.
In the event that following the Stock Acquisition Date, (i) the Company
engages in a merger or business combination transaction in which the Company is
not the surviving corporation; (ii) the Company engages in a merger or business
combination transaction in which the Company is the surviving corporation and
the Common Stock of the Company is changed or exchanged; or (iii) 50% or more of
the Company's assets or earning power is sold or transferred, each holder of a
Right (except Rights which have previously been voided as set forth above) will
thereafter have the right to receive, upon exercise of the Right, Common Stock
of the acquiring company having a value equal to two times the Purchase Price.
The Purchase Price payable, and the number of one one-thousandths of a
share of Preferred Stock or other securities or property issuable, upon exercise
of the Rights are subject to adjustment from time to time to prevent dilution
(i) in the event of a stock dividend on, or a subdivision, combination or
reclassification of, the Preferred Stock, (ii) if holders of the Preferred Stock
are granted certain rights or warrants to subscribe for Preferred Stock or
convertible securities at less than the Current Market Price (as defined in the
Rights Agreement) of the Preferred Stock, or (iii) upon the distribution to
holders of the Preferred Stock of evidences of indebtedness or assets (excluding
regular quarterly cash dividends) or of subscription rights or warrants (other
than those referred to above).
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments amount to at least 1% of the Purchase
Price. No fractional Rights will be issued and, in lieu thereof, an adjustment
in cash will be made based on the market price of the Preferred Stock on the
last trading date prior to the date of exercise.
Generally, at any time until ten days following the Stock Acquisition Date,
the Company may redeem the Rights in whole, but not in part, at a price of $.001
per Right (the "Redemption Price"). Immediately upon the action of the Board of
Directors ordering redemption of the Rights, the Rights will terminate and the
only right of the holders of Rights will be to receive the Redemption Price.
Any of the provisions of the Rights Agreement may be amended by the Board
of Directors prior to the Distribution Date. The foregoing notwithstanding, no
amendment may be made to the Rights Agreement at a time when the Rights are not
redeemable, except to cure any ambiguity or correct or supplement any provision
contained in the Rights Agreement which may be defective or inconsistent with
any other provision therein.
As of July 31, 2003, there were 366,915,811 shares of Common Stock
outstanding and no shares of Common Stock in the Company's treasury. As of July
31, 2003, options to purchase 30,837,004 shares of Common Stock and deferrable
or deferred stock units distributable for 4,029,108 shares of Common Stock were
outstanding. So long as the Rights are attached to the Common Stock, one Right
(as such number may be adjusted pursuant to the provisions of the Rights
Agreement) will be deemed to be delivered for each share of Common Stock issued
or transferred by the Company in the future. In addition, following the
Distribution Date and prior to the expiration or redemption of the Rights, the
Company may issue Rights when it issues Common Stock only if the Board of
Directors deems it to be necessary or appropriate, or in connection with the
issuance of shares of Common Stock pursuant to the exercise of stock options or
under employee plans or upon the exercise, conversion or exchange of certain
securities of the Company. A total of 3,000,000 shares of Preferred Stock are
reserved for issuance upon exercise of the Rights.
The Rights may have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company
in a manner which causes the Rights to become discount Rights unless the offer
is conditional on a substantial number of Rights being acquired. The Rights
should not interfere with any merger or other business combination approved by
the Board of Directors since the Board may, at its option, at any time until ten
days following the Stock Acquisition Date redeem all, but not less than all, of
the then outstanding Rights at the Redemption Price.
ITEM 7. Financial Statements and Exhibits.
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(c) Exhibits:
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Number Exhibit
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4.1 Stockholder Rights Agreement, dated as of
December 9, 1996, between Albertson's, Inc.
and ChaseMellon Shareholder Services, L.L.C.,
as Rights Agent, which includes the Certificate
of Designation, Preferences and Rights of
Series A Junior Participating Preferred Stock
as Exhibit A, the Form of Rights Certificate as
Exhibit B and the Summary of Rights to Purchase
Preferred Stock as Exhibit C.
4.2 Amendment to Stockholder Rights Agreement,
dated as of August 2, 1998.
4.3 Second Amendment to Stockholder Rights
Agreement, dated as of March 16, 1999.
4.4 Amendment to Certificate of Designation,
Preferences and Rights of Series A Junior
Participating Stock of Albertson's, Inc.
4.5 Agreement of Substitution and Amendment of
Common Shares Rights Agreement, effective as of
February 26, 2002.
4.6 Third Amendment to Stockholder Rights
Agreement, dated as of September 26, 2003.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
ALBERTSON'S, INC.
By: /s/ John R. Sims
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Name: John R. Sims
Title: Executive Vice President and
General Counsel
Dated: September 29, 2003
INDEX TO EXHIBITS
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Number Exhibit
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4.1* Stockholder Rights Agreement, dated as of December 9,
1996, between Albertson's, Inc. and ChaseMellon
Shareholder Services, L.L.C., as Rights Agent, which
includes the Certificate of Designation, Preferences
and Rights of Series A Junior Participating Preferred
Stock as Exhibit A, the Form of Rights Certificate as
Exhibit B and the Summary of Rights to Purchase
Preferred Stock as Exhibit C.
4.2** Amendment to Stockholder Rights Agreement, dated as
of August 2, 1998.
4.3*** Second Amendment to Stockholder Rights Agreement,
dated as of March 16, 1999.
4.4*** Amendment to Certificate of Designation, Preferences
and Rights of Series A Junior Participating Stock of
Albertson's, Inc.
4.5 Agreement of Substitution and Amendment of Common
Shares Rights Agreement, effective as of February 26,
2002.
4.6 Third Amendment to Stockholder Rights Agreement,
dated as of September 26, 2003.
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* Incorporated by reference to the Registration Statement on Form 8-A
filed by Albertson's, Inc. with the Commission on March 4, 1997, as
amended File No. 1-06187).
** Incorporated by reference to the Registration Statement on Form 8-A
filed by Albertson's, Inc. with the Commission on August 5, 1998
(File No. 1-06187).
*** Incorporated by reference to Amendment No. 2 to the Registration
Statement on Form 8-A filed by Albertson's, Inc. with the Commission
on March 24, 1999 (File No. 1-06187).