1
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 1, 1996 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, 251,928,976 New York Stock Exchange
shares outstanding on March 28, 1996 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 28, 1996: $7,193,667,067.
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 1, 1996, 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 24, 1996,(the "Proxy
Statement") to be filed within 120 days after the Registrant's fiscal
year ended February 1, 1996, 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
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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 1, 1996
Item 6 - Selected Financial Data Page 40 of the Annual Report to
Stockholders for the year ended
February 1, 1996
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 1, 1996
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 1, 1996
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 I
Directors," "Continuing Class II
Directors," "Continuing Class III
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,"
"Option Grants in Last Fiscal Year,"
"Aggregated Option Exercises in
Last Fiscal Year and Fiscal Year-End
Option Values" and "Retirement
Benefits" in the Proxy Statement
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
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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 1, 1996
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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
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Item 1. Business
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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 1, 1996, the Company operated 764 stores consisting of
646 combination food-drug stores, 78 conventional supermarkets and 40 warehouse
stores. Retail operations are supported by 12 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 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.
The Company's retail operations are organized into regions with each region
comprised of four or 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. Merchandising
specialists serve as advisors to help maintain adherence to overall division
pricing and merchandising policies. Front-end managers are responsible for
service levels and efficiencies in the stores' checkstand operations. District
sales managers as well as store directors, are responsible for overall store
operations.
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 1, 1996, the Company employed approximately 80,000 people.
More than 40% of the employees are covered by collective bargaining
agreements. The Company considers its present relations with employees to be
satisfactory.
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 1, 1996:
Albertson's Retail Stores
-------------------------
Arizona 29
Arkansas 1
California 164
Colorado 46
Florida 85
Idaho 30
Kansas 4
Louisiana 15
Montana 8
Nebraska 7
Nevada 26
New Mexico 18
Oklahoma 19
Oregon 47
South Dakota 1
Texas 146
Utah 36
Washington 73
Wyoming 9
---
Total 764
===
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 464 stores.
Approximately 95% of the Company's current retail 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 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.
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6
As of February 1, 1996, the Company operated 764 stores in the states
discussed in Item 1. The following is an analysis of stores listed by the
current division alignment:
Number
of Stores
---------
Idaho (Southern Idaho (28), Northern Nevada (9),
Eastern Oregon (4) and Wyoming (1)) 42
Inland Empire (Eastern Washington (18),
Montana (8) and Northern Idaho (2)) 28
Utah (Utah (36) and Wyoming (1)) 37
Western Washington 51
Oregon (Western Oregon (43) and Washington (4)) 47
Southern California (California (118) and
Southern Nevada (17)) 135
Northern California 45
Rocky Mountain (Colorado (46), Wyoming (7)
and South Dakota (1)) 54
Southwest (Arizona (29), New Mexico (18), Texas (4)
and California (1)) 52
Midwest (Oklahoma (19), Nebraska (7) and Kansas (4)) 30
Houston (Texas (17) and Louisiana (12)) 29
San Antonio (Texas (28)) 28
Dallas/Ft. Worth (Texas (97), Louisiana (3)
and Arkansas (1)) 101
Florida 85
---
764
===
The following is a summary of stores, by classification, as of the indicated
fiscal year end:
1995 1994 1993 1992 1991
---- ---- ---- ---- ----
Combination Food-Drug 646 588 536 506 407
Conventional Stores 78 88 96 106 123
Warehouse Stores 40 44 44 44 32
--- --- --- --- ---
Total 764 720 676 656 562
=== === === === ===
The following table summarizes the Company's retail square footage by store
type as of the indicated fiscal year end (in thousands):
1995 1994 1993 1992 1991
------ ------ ------ ------ ------
Combination Food-Drug 32,217 29,217 26,602 25,159 19,647
Conventional Stores 2,261 2,524 2,741 3,009 3,471
Warehouse Stores 1,881 2,037 2,031 1,959 1,383
------ ------ ------ ------ ------
Total 36,359 33,778 31,374 30,127 24,501
====== ====== ====== ====== ======
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 1995 approximately 77% of the
merchandise purchased for resale in Company retail stores was received from
Company-owned distribution facilities.
Albertson's distribution system consists of 12 Company-owned centers
located strategically throughout the Company's operating markets. These units
operate as separate profit centers.
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7
The following is a summary of the Company's distribution and manufacturing
facilities as of February 1, 1996:
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
Houston, Texas
Groceries, Frozen Food, Produce, Meat and Deli 698,000
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 647,000
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
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 7,131,000
=========
As of February 1, 1996, the Company held title to the land and buildings of
48% of the Company's stores and held title to the buildings on leased land of
an additional 8% 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 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 1995 to a vote of
security holders through the solicitation of proxies or otherwise.
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PART II
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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 1995 Annual Report to
Stockholders. This information is incorporated herein by this reference
thereto. The market value of the Company's common stock on March 28, 1996, was
$37.75 per share.
Item 6. Selected Financial Data
- --------------------------------
Selected financial data of the Company for the fiscal years 1991 through
1995 is included under the caption "Five Year Summary of Selected Financial
Data" on page 40 of the Company's 1995 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 17 to 19 of the Company's 1995 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 1995 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.
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PART III
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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 I Directors," "Continuing Class II Directors," "Continuing
Class III 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 1996 Annual Meeting of Stockholders (the "Proxy
Statement") to be filed within 120 days after the Company's fiscal year ended
February 1, 1996, and is incorporated herein by this reference thereto.
Executive Officers
- ------------------
Age Date First Appointed
as of as an Executive
Name 3/28/96 Position Officer
---- ------- -------- --------------------
Gary G. Michael 55 Chairman of the Board and 12/02/74
Chief Executive Officer
John B. Carley 62 Chairman of the Executive 04/05/76
Committee of the Board
Richard L. King 46 President and Chief Operating 01/01/94
Officer
Carl W. Pennington 58 Executive Vice President, 08/02/87
Corporate Merchandising
Michael F. Reuling 49 Executive Vice President, 12/30/79
Store Development
Thomas R. Saldin 49 Executive Vice President, 12/26/83
Administration and
General Counsel
Ronald D. Walk 52 Executive Vice President, 05/28/84
Retail Operations
Thomas E. Brother 54 Senior Vice President, 07/30/89
Distribution
William H. Emmons 46 Senior Vice President and 02/02/96
Regional Manager
Dennis C. Lucas 48 Senior Vice President and 02/02/96
Regional Manager
A. Craig Olson 44 Senior Vice President, Finance 12/22/86
and Chief Financial Officer
David G. Simonson 49 Senior Vice President and 02/02/96
Regional Manager
Patrick S. Steele 46 Senior Vice President, 06/10/90
Information Systems and
Technology
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Age Date First Appointed
as of as an Executive
Name 3/28/96 Position Officer
---- ------- -------- --------------------
Steven D. Young 47 Senior Vice President, Human 12/02/91
Resources
David G. Dean 45 Group Vice President, 12/02/91
Procurement
Peggy Jo Jones 43 Group Vice President, Employee 11/29/93
Development and Communications
Richard J. Navarro 43 Group Vice President and 11/29/93
Controller
Gary G. Michael has served as Chairman of the Board and Chief Executive
Officer since February 1, 1991.
John B. Carley became Chairman of the Executive Committee of the Board on
February 2, 1996. Previously he served as President and Chief Operating
Officer from February 1, 1991.
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; Vice President, Rocky Mountain Division from 1992; and Division
Manager, Rocky Mountain Division from 1991.
Carl W. Pennington was promoted to Executive Vice President, Corporate
Merchandising on February 2, 1996. Previously he served as Senior Vice
President, Corporate Merchandising from 1994 and Senior Vice President and
Regional Manager from 1988.
Michael F. Reuling has served as Executive Vice President, Store Development
since 1986.
Thomas R. Saldin has served as Executive Vice President, Administration and
General Counsel since 1991.
Ronald D. Walk was promoted to Executive Vice President, Retail Operations
on February 2, 1996. Previously he served as Senior Vice President and
Regional Manager from 1984.
Thomas E. Brother has served as Senior Vice President, Distribution since
1991.
William H. Emmons was promoted to Senior Vice President and Regional Manager
on February 2, 1996. Previously he served as Vice President, North Texas
Division from 1993 and Vice President, Texas Division from 1988.
Dennis C. Lucas was promoted to Senior Vice President and Regional Manager
on February 2, 1996. Previously he served as Vice President, Oregon Division
from 1995; Vice President, Midwest Division from 1993; Division Manager,
Midwest Division from July 1992; Director of Operations, Southern California
Division from February 1992; District Sales Manager, Southern California
Division from 1991; and District Sales Manager, Oregon Division from 1987.
A. Craig Olson has served as Senior Vice President, Finance and Chief
Financial Officer since February 1, 1991.
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David G. Simonson was promoted to Senior Vice President and Regional Manager
on February 2, 1996. Previously he served as Vice President, Southern
California Division from 1991 and Director of Operations, Southern California
Division from 1987.
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.
Steven D. Young was promoted to Senior Vice President, Human Resources in
1993. Previously he served as Group Vice President, Human Resources from 1991.
David G. Dean has served as Group Vice President, Procurement since 1991.
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; and Assistant Vice President, Retail Accounting
from 1990.
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," "Option Grants in Last Fiscal Year,"
"Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End
Option Values" and "Retirement Benefits" in the Proxy Statement. This
information is incorporated herein by this reference thereto.
Item 12. Security Ownership of Certain Beneficial Owners and Management
- ------------------------------------------------------------------------
Information with respect to security ownership of certain beneficial owners
and management is set forth under the heading "Voting Securities and Principal
Holders Thereof" in the Proxy Statement. This information is incorporated
herein by this reference thereto.
Item 13. Certain Relationships and Related Transactions
- --------------------------------------------------------
Information concerning related transactions is presented under the heading
"Certain Transactions" in the Proxy Statement. This information is
incorporated herein by this reference thereto.
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PART IV
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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 1, 1996:
Consolidated Earnings -- years ended February 1, 1996;
February 2, 1995; February 3, 1994.
Consolidated Balance Sheets -- February 1, 1996;
February 2, 1995; February 3, 1994.
Consolidated Cash Flows -- years ended February 1, 1996;
February 2, 1995; February 3, 1994.
Consolidated Stockholders' Equity -- years ended
February 1, 1996; February 2, 1995; February 3, 1994.
Notes to Consolidated Financial Statements.
Independent Auditors' Report.
Quarterly Financial Data:
Quarterly Financial Data for the years ended February 1, 1996 and
February 2, 1995 is set forth on page 41 of the Annual Report to
Stockholders for the year ended February 1, 1996, 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 1, 1996.
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, 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.
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, 33-43635, 33-62799 and
33-59803 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 20, 1996, 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
1, 1996.
DELOITTE & TOUCHE LLP
Deloitte & Touche LLP
Boise, Idaho
April 5, 1996
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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 5, 1996
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 5, 1996.
GARY G. MICHAEL JOHN B. CARLEY
--------------------------------- ---------------------------------
Gary G. Michael John B. Carley
(Chairman of the Board and (Chairman of the Executive
Chief Executive Officer and Committee of the Board and
Director) Director)
A. CRAIG OLSON RICHARD J. NAVARRO
--------------------------------- ---------------------------------
A. Craig Olson Richard J. Navarro
(Senior Vice President, Finance (Group Vice President and
and Chief Financial Officer) Controller)
(Chief Accounting Officer)
KATHRYN ALBERTSON A. GARY AMES
--------------------------------- ---------------------------------
Kathryn Albertson A. Gary Ames
(Director) (Director)
CECIL D. ANDRUS PAUL I. CORDDRY
-------------------------------- ---------------------------------
Cecil D. Andrus Paul I. Corddry
(Director) (Director)
JOHN B. FERY CLARK A. JOHNSON
-------------------------------- ---------------------------------
John B. Fery Clark A. Johnson
(Director) (Director)
CHARLES D. LEIN WARREN E. McCAIN
--------------------------------- ---------------------------------
Charles D. Lein Warren E. McCain
(Director) (Director)
BEATRIZ RIVERA J.B. SCOTT
--------------------------------- ---------------------------------
Beatriz Rivera J.B. Scott
(Director) (Director)
WILL M. STOREY STEVEN D. SYMMS
--------------------------------- ---------------------------------
Will M. Storey Steven D. Symms
(Director) (Director)
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16
Index to Exhibits
Filed with the Annual Report
on Form 10-K for the
Year Ended February 1, 1996
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 (dated December 31, 1979)(9)*
10.3 Alscott Limited Partnership #1 Stock Agreement (dated
February 2, 1996)*
10.4 Stockholders' Agreement among Kathryn Albertson, Albertson's, Inc.
and Alscott Limited Partnership #1 (dated February 2, 1996)*
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)
16
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Number Description
- ------ -----------
10.10.4 Third Amendment dated December 5, 1994 to Agreement among
Albertson's, Inc., Markus Stiftung and Theo Albrecht(17)
10.11 1982 Incentive Stock Option Plan (amended March 4, 1991)(18)*
10.12 Form of 1982 Incentive Stock Option Agreement (amended
November 30, 1987)(4)*
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)(19)*
10.13.2 Second Amendment to Executive Pension Makeup Plan (dated January 12,
1990)(20)*
10.13.3 Third Amendment to Executive Pension Makeup Plan (dated January 31,
1990)(21)*
10.13.4 Fourth Amendment to Executive Pension Makeup Plan (effective
January 1, 1995)(17)*
10.13.5 Amendment to Executive Pension Makeup Plan (retroactive to
January 1, 1990)*
10.14 Credit Agreement (dated October 5, 1994)(22)
10.14.1 Amendment No. 1 to Credit Agreement (dated October 25, 1995)(23)
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)(18)*
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(18)*
10.20.1 Amendment to 1990 Deferred Compensation Plan (dated April 12,
1994)(7)*
10.21 Non-Employee Directors' Deferred Compensation Plan(18)*
10.22 1990 Deferred Compensation Trust (dated November 20, 1990)(18)*
10.23 Letter Agreement with John B. Carley (dated December 4, 1995)*
10.24 1995 Stock-Based Incentive Plan (dated May 26, 1995)(24)*
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18
Number Description
- ------ -----------
10.24.1 Form of 1995 Stock-Based Incentive Plan Stock Option Agreement
(dated December 4, 1995)*
10.25 1995 Stock Option Plan for Non-Employee Directors (dated
May 26, 1995)(24)*
10.25.1 Form of 1995 Stock Option Plan for Non-Employee Directors Agreement
(dated May 30, 1995)(24)*
11 Inapplicable
12 Inapplicable
13 Exhibit 13 consists of pages 17 to 41 and the inside back cover of
Albertson's, Inc. 1995 Annual Report to Stockholders which are
numbered as pages 1 to 26 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 5--page 26; Item 6--page
24; Item 7--pages 1 through 3; and Item 8--pages 4 through 23 and
page 25.
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.
18
19
(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.
(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 10.10.4 and 10.13.4 are incorporated herein by reference to
Exhibits 10.10.4 and 10.13.4 of the Company's Form 10-K for the year ended
February 2, 1995.
19
20
(18) 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 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.
(19) 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.
(20) 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.
(21) 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.
(22) 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.
(23) Exhibit 10.14.1 is incorporated herein by reference to Exhibit 10.14.1 of
the Company's Form 10-Q for the quarter ended November 2, 1995.
(24) Exhibits 10.24, 10.25 and 10.25.1 are incorporated herein by reference to
Exhibits 10.24, 10.25 and 10.25.1 of the Company's Form 10-Q for the
quarter ended May 4, 1995.
20