SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
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CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: August 2, 1998 Commission file number: 1-6187
ALBERTSON'S, INC.
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(Exact name of Registrant as specified in its Charter)
Delaware 82-0184434
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(State of Incorporation) (Employer Identification Number)
250 Parkcenter Blvd., 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.
Albertson's, Inc. and American Stores Company have entered into a definitive
merger agreement in which the two companies will be combined, forming the
largest retail food and drug company in the United States. The combined company,
Albertson's, Inc., will operate more than 2,470 stores in 37 states, with pro
forma 1998 estimated annual sales of approximately $36 billion and more than
218,000 employees.
The transaction, which is expected to close in early 1999, has a total value of
approximately $11.7 billion, consisting of equity value of $8.3 billion and net
debt of $3.4 billion. Excluding one-time charges, the transaction is expected to
be accretive to Albertson's earnings per share in 1999 and to accelerate
Albertson's annual earnings growth in subsequent years through the realization
of approximately $300 million of annual cost savings.
Under the terms of the transaction, American Stores Company shareholders will
receive 0.63 shares of Albertson's Common Stock for each share of American
Stores Company Common Stock they own. Based upon Albertson's July 31, 1998,
closing stock price of $48.00 per share, the transaction has a value of $30.24
per share for American Stores Company shareholders. Albertson's will issue
approximately 172.8 million shares in the transaction. Following closing of the
merger, American Stores Company shareholders would own 41.3 percent of
Albertson's. The companies have entered into cross options under which each
company has been granted an option to purchase up to 19.9 percent of the other
company's common stock under certain conditions.
The preceding is qualified in its entirety by reference to the press
release issued by the Registrant on August 3, 1998 which is attached hereto as
Exhibit 99.1.
Item 7. Exhibits.
Exhibit
No. Description
99.1 Press Release dated August 3, 1998
SIGNATURE
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.
Date: August 5, 1998 BY: /s/ Thomas R. Saldin
Thomas R. Saldin
Executive Vice President, Administration
and General Counsel
INDEX TO EXHIBITS
FILED WITH THE CURRENT REPORT
ON FORM 8-K DATED AUGUST 2, 1998
Exhibit
No. Description
99.1 Press Release dated August 3, 1998