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 January 30, 1997 Commission file number 1-6187
ALBERTSON'S, INC.
--------------------------------------------------------------------------
(Exact name of Registrant as specified in its Charter)
Delaware 82-0184434
- ----------------------------- ---------------------------------
(State of Incorporation) (Employer Identification Number)
250 Parkcenter Boulevard, P.O. Box 20, Boise, Idaho 83726
(208) 395-6200
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Name of each exchange
Title of each class on which registered
-------------------- ----------------------
Common Stock, $1.00 par value, 250,754,624 New York Stock Exchange
shares outstanding on March 27, 1997 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 27, 1997: $6,487,509,919.
Documents Incorporated by Reference
Listed hereunder are the documents, any portions of which are incorporated by
reference, and the Parts of this Form 10-K into which such portions are
incorporated:
1. The Registrant's Annual Report to Stockholders for the fiscal year ended
January 30, 1997, 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 23, 1997,(the "Proxy
Statement") to be filed within 120 days after the Registrant's fiscal
year ended January 30, 1997, portions of which are incorporated by
reference into Part III of this Form 10-K.
1
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 January 30, 1997
Item 6 - Selected Financial Data Page 44 of the Annual Report to
Stockholders for the year ended
January 30, 1997
Item 7 - Management's Discussion and Pages 19 to 22 of the Annual
Analysis of Financial Report to Stockholders for the
Condition and Results of year ended January 30, 1997
Operations
Item 8 - Financial Statements and Pages 23 to 43 and page 45 of the
Supplementary Data Annual Report to Stockholders for
the year ended January 30, 1997
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 II
Directors," "Nominee for Election as
Class I Director," "Continuing
Class III Directors," "Continuing
Class I Directors" and "Section 16(a)
Beneficial Ownership Reporting
Compliance" 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
- -------
Item 14 - Exhibits, Financial Pages 23 to 43 and page 45 of the
Statement Schedules and Annual Report to Stockholders for
Reports on Form 8-K the year ended January 30, 1997
2
3
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 8
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 9
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 12
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 one of the largest retail food-drug
chains in the United States with operations in 20 Western, Midwestern and
Southern states. As of January 30, 1997, the Company operated 826 stores
consisting of 715 combination food-drug stores, 72 conventional supermarkets
and 39 warehouse stores. Retail operations are supported by 11 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.
All of the Company's stores carry a broad range of national brands and offer
"Albertson's Brands" products in many merchandise categories. The Company's
stores provide consumer information such as: nutritional signing in the meat
and produce departments, freshness code dating, unit pricing and food
4
5
information pamphlets. The Company also offers a choice of recyclable paper or
plastic bags and collection bins for plastic bag recycling.
As of January 30, 1997, the Company employed approximately 88,000 people.
Approximately 40% of the employees are covered by collective bargaining
agreements. The Company considers its present relations with employees to be
good.
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
January 30, 1997:
Albertson's Retail Stores
-------------------------
Arizona 34
Arkansas 1
California 170
Colorado 49
Florida 95
Idaho 32
Kansas 5
Louisiana 18
Mississippi 1
Montana 8
Nebraska 7
Nevada 26
New Mexico 20
Oklahoma 22
Oregon 48
South Dakota 1
Texas 167
Utah 38
Washington 75
Wyoming 9
---
Total 826
===
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 513 stores and
approximately 95% of the Company's current retail square footage has been
opened or remodeled during this period. The Company continues to follow the
policy of closing stores that are obsolete or lack satisfactory profit
potential.
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.
5
6
As of January 30, 1997, the Company operated 826 stores in the states
discussed in Item 1. An analysis of stores listed by division is as follows:
Number
of Stores
---------
Idaho (Southern Idaho (30), Northern Nevada (9),
Eastern Oregon (4) and Wyoming (1)) 44
Inland Empire (Eastern Washington (18),
Montana (8) and Northern Idaho (2)) 28
Utah (Utah (38) and Wyoming (1)) 39
Western Washington 52
Oregon (Western Oregon (44) and Washington (5)) 49
Southern California (California (123) and
Southern Nevada (17)) 140
Northern California 46
Rocky Mountain (Colorado (49), Wyoming (7),
New Mexico (1) and South Dakota (1)) 58
Southwest (Arizona (34), New Mexico (19), Texas (4)
and California (1)) 58
Midwest (Oklahoma (22), Nebraska (7) and Kansas (5)) 34
Houston (Texas (24) and Louisiana (15)) 39
San Antonio (Texas (37)) 37
Dallas/Ft. Worth (Texas (102), Louisiana (3),
Arkansas (1) and Mississippi (1)) 107
Florida 95
---
826
===
The following is a summary of stores, by classification, as of the indicated
fiscal year end:
1996 1995 1994 1993 1992
---- ---- ---- ---- ----
Combination Food-Drug 715 646 588 536 506
Conventional Stores 72 78 88 96 106
Warehouse Stores 39 40 44 44 44
--- --- --- --- ---
Total 826 764 720 676 656
=== === === === ===
The following table summarizes the Company's retail square footage by store
type as of the indicated fiscal year end (in thousands):
1996 1995 1994 1993 1992
------ ------ ------ ------ ------
Combination Food-Drug 35,886 32,217 29,217 26,602 25,159
Conventional Stores 2,113 2,261 2,524 2,741 3,009
Warehouse Stores 1,841 1,881 2,037 2,031 1,959
------ ------ ------ ------ ------
Total 39,840 36,359 33,778 31,374 30,127
====== ====== ====== ====== ======
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 1996 approximately 77% of the
merchandise purchased for resale in Company retail stores was received from
Company-owned distribution centers.
Albertson's distribution system consists of 11 Company-owned centers located
strategically throughout the Company's operating markets. These units operate
as separate profit centers.
6
7
The following is a summary of the Company's distribution and manufacturing
facilities as of January 30, 1997:
Location Square Footage
-------- --------------
Fort Worth, Texas
Groceries, Frozen Food, Produce, Meat and Deli 1,100,000
Brea, California
Groceries, Frozen Food, Produce, Liquor,
Meat and Deli 1,018,000
Central Bakery 41,000
Plant City, Florida
Groceries, Frozen Food, Produce, Liquor, Meat,
Deli and high-volume Health and Beauty Care 954,000
Portland, Oregon
Groceries, Frozen Food, Produce, Meat and Deli 790,000
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
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 238,000
Ice Cream Plant 11,000
---------
Total 7,379,000
=========
As of January 30, 1997, the Company held title to the land and buildings of
50% of the Company's stores and held title to the buildings on leased land of
an additional 9% 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 facilities.
Item 3. Legal Proceedings
Three civil lawsuits, covering the States of California, Florida and
Washington and each filed as a purported class action, have been brought
against the Company alleging that the Company permits its hourly-paid employees
to work "off-the-clock" without being paid for their work. Choate v.
Albertson's, Inc. was filed on September 11, 1996 in Washington state court
(Superior Court of King County, Washington); Gloege v. Albertson's, Inc. was
filed on September 17, 1996 in federal court in California (United States
District Court for the Northern District of California); and Mitchell v.
Albertson's, Inc. was filed on September 19, 1996 in federal court in Florida
(United States District Court for the Southern District of Florida).
The Company has firm and long-standing policies in place prohibiting
off-the-clock work. Although these lawsuits are still in their preliminary
stages, the Company believes it has strong defenses and intends to vigorously
defend against these lawsuits. The Company further believes that these
lawsuits are part of a broader and continuing effort by the United Food &
7
8
Commercial Workers, International Union and some of its locals to pressure the
Company to unionize employees who have not expressed a desire to be represented
by a union.
In the opinion of management, the ultimate resolution of these actions will
not have a material adverse effect on the Company's financial condition or
results of operations.
The Company is also 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 1996 to a vote of
security holders through the solicitation of proxies or otherwise.
PART II
Item 5. Market for the Registrant's Common Equity and Related
Stockholder Matters
The principal markets in which the Company's common stock is traded and the
related security holder matters are set forth under the captions "Company Stock
Information" and "Stockholders of Record" on the inside back cover of the
Company's 1996 Annual Report to Stockholders. This information is incorporated
herein by this reference thereto. The market value of the Company's common
stock on March 27, 1997, was $34.25 per share.
Item 6. Selected Financial Data
Selected financial data of the Company for the fiscal years 1992 through
1996 is included under the caption "Five Year Summary of Selected Financial
Data" on page 44 of the Company's 1996 Annual Report to Stockholders. This
information is incorporated herein by this reference thereto.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
The information required under this item is included under the caption
"Financial Review" on pages 19 to 22 of the Company's 1996 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 23 to 43 and page 45 of
the Company's 1996 Annual Report to Stockholders and are incorporated herein by
this reference thereto.
8
9
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
There have been no reports on Form 8-K filed within 24 months prior to the
date of the most recent financial statements reporting a change of accountants
or reporting disagreements on any matter of accounting principle, practice,
financial statement disclosure or auditing scope or procedure.
PART III
Item 10. Directors and Executive Officers of the Registrant
Directors
The information regarding directors and nominees for directors of the
Company is presented under the headings "Election of Directors," "Nominees for
Election as Class II Directors," "Nominee for Election as Class I Director,"
"Continuing Class III Directors," "Continuing Class I Directors" and "Section
16(a) Beneficial Ownership Reporting Compliance" in the Company's definitive
proxy statement for use in connection with the 1997 Annual Meeting of
Stockholders (the "Proxy Statement") to be filed within 120 days after the
Company's fiscal year ended January 30, 1997, and is incorporated herein by
this reference thereto.
Executive Officers
Age Date First Appointed
as of as an Executive
Name 3/27/97 Position Officer
---- ------- -------- --------------------
Gary G. Michael 56 Chairman of the Board and 12/02/74
Chief Executive Officer
John B. Carley 63 Chairman of the Executive 04/05/76
Committee of the Board
Richard L. King 47 President and Chief Operating 01/01/94
Officer
Carl W. Pennington 59 Executive Vice President, 08/02/87
Corporate Merchandising
Michael F. Reuling 50 Executive Vice President, 12/30/79
Store Development
Thomas R. Saldin 50 Executive Vice President, 12/26/83
Administration and
General Counsel
Ronald D. Walk 53 Executive Vice President, 05/28/84
Retail Operations
Thomas E. Brother 55 Senior Vice President, 07/30/89
Distribution
William H. Emmons 47 Senior Vice President and 02/02/96
Regional Manager
9
10
Age Date First Appointed
as of as an Executive
Name 3/27/97 Position Officer
---- ------- -------- --------------------
Dennis C. Lucas 49 Senior Vice President and 02/02/96
Regional Manager
A. Craig Olson 45 Senior Vice President, Finance 12/22/86
and Chief Financial Officer
David G. Simonson 50 Senior Vice President and 02/02/96
Regional Manager
Patrick S. Steele 47 Senior Vice President, 06/10/90
Information Systems and
Technology
Steven D. Young 48 Senior Vice President, Human 12/02/91
Resources
Robert K. Banks 47 Group Vice President, 12/02/96
Real Estate
David G. Dean 46 Group Vice President, 12/02/91
Procurement
Peggy Jo Jones 44 Group Vice President, Employee 11/29/93
Development and Communications
Richard J. Navarro 44 Group Vice President and 11/29/93
Controller
Gary G. Michael has served as Chairman of the Board and Chief Executive
Officer since 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 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; and Vice President, Rocky Mountain Division from 1992.
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.
10
11
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; and Director of Operations, Southern
California Division from February 1992.
A. Craig Olson has served as Senior Vice President, Finance and Chief
Financial Officer since 1991.
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.
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.
Robert K. Banks was promoted to Group Vice President, Real Estate on
December 2, 1996. Previously he served as Vice President, Real Estate from
1990.
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; and Vice
President, Retail Accounting from 1992.
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.
11
12
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.
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 23
to 43 of the Company's Annual Report to Stockholders for the year
ended January 30, 1997:
Consolidated Earnings -- years ended January 30, 1997; February 1,
1996; February 2, 1995.
Consolidated Balance Sheets -- January 30, 1997;
February 1, 1996; February 2, 1995.
Consolidated Cash Flows -- years ended January 30, 1997; February
1, 1996; February 2, 1995.
Consolidated Stockholders' Equity -- years ended
January 30, 1997; February 1, 1996; February 2, 1995.
Notes to Consolidated Financial Statements.
Independent Auditors' Report.
Quarterly Financial Data:
Quarterly Financial Data for the years ended January 30, 1997 and
February 1, 1996 is set forth on page 45 of the Annual Report to
Stockholders for the year ended January 30, 1997, 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 17 hereof.
(b) Reports on Form 8-K:
There were no reports on Form 8-K during the quarter ended
January 30, 1997.
For the purposes of complying with the amendments to the rules governing
Form S-8 (effective July 13, 1990) under the Securities Act of 1933, the
Company hereby undertakes as follows, which undertaking shall be incorporated
by reference into Company's Registration Statements on Form S-8 Nos. 2-80776,
33-2139, 33-7901, 33-15062, 33-43635, 33-62799 and 33-59803.
12
13
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.
Cautionary Statement for Purposes of "Safe Harbor Provisions"
of the Private Securities Litigation Reform Act of 1995
From time to time, information provided by the Company, including written or
oral statements made by its representatives, may contain forward-looking
information as defined in the Private Securities Litigation Reform Act of 1995.
All statements, other than statements of historical facts, which address
activities, events or developments that the Company expects or anticipates will
or may occur in the future, including such things as expansion and growth of
the Company's business, future capital expenditures and the Company's business
strategy, contain forward-looking information. In reviewing such information
it should be kept in mind that actual results may differ materially from those
projected or suggested in such forward-looking information. This
forward-looking information is based on various factors and was derived
utilizing numerous assumptions. Many of these factors have previously been
identified in filings or statements made by or on behalf of the Company.
Important assumptions and other important factors that could cause actual
results to differ materially from those set forth in the forward- looking
information include: changes in the general economy, changes in consumer
spending, competitive factors and other factors affecting the Company's
business in or beyond the Company's control. These factors include changes in
the rate of inflation, changes in state or federal legislation or regulation,
adverse determinations with respect to litigation or other claims, labor
negotiations, ability to recruit and develop employees, ability to develop new
stores or complete remodels as rapidly as planned and stability of product
costs.
Other factors and assumptions not identified above could also cause the
actual results to differ materially from those set forth in the forward-looking
information. The Company does not undertake to update forward-looking
information to reflect actual results, changes in assumptions or changes in
other factors affecting such forward-looking information.
13
14
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statements
numbered 2-80776, 33-2139, 33-7901, 33-15062, 33-43635, 33-62799 and 33-59803
on Form S-8 and Registration Statements numbered 33-49329 and 333-2837 on Form
S-3 of Albertson's, Inc. and subsidiaries of our reports dated March 19, 1997,
appearing in and incorporated by reference in the Annual Report on Form 10-K of
Albertson's, Inc. and subsidiaries for the year ended January 30, 1997.
Deloitte & Touche LLP
Boise, Idaho
April 8, 1997
14
15
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)
15
16
Date: April 8, 1997
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities indicated as of April 8, 1997.
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)
THOMAS L. STEVENS, JR. WILL M. STOREY
--------------------------------- ---------------------------------
Thomas L. Stevens, Jr. Will M. Storey
(Director) (Director)
STEVEN D. SYMMS
---------------------------------
Steven D. Symms
(Director)
16
17
Index to Exhibits
Filed with the Annual Report
on Form 10-K for the
Year Ended January 30, 1997
Number Description
- ------ -----------
2 Inapplicable
3.1 Restated Certificate of Incorporation(1)
3.1.1 Certificate of Designation Preferences and Rights
3.2 By-Laws dated December 2, 1996(2)
4.1 Stockholder Rights Plan Agreement(3)
4.2 Indenture, dated as of May 1, 1992, between Albertson's, Inc.,
and Morgan Guaranty Trust Company of New York as Trustee(4)
9 Inapplicable
10.2 Kathryn Albertson Stock Agreement (dated December 31, 1979)(5)*
10.3 Alscott Limited Partnership #1 Stock Agreement (dated
February 2, 1996)(6)*
10.4 Stockholders' Agreement among Kathryn Albertson, Albertson's, Inc.
and Alscott Limited Partnership #1 (dated February 2, 1996)(6)*
10.5 Form of Beneficiary Agreement for Key Executive Life Insurance(7)*
10.6 Executive Deferred Compensation Plan (amended and restated
February 1, 1989)(8)*
10.6.1 Amendment to Executive Deferred Compensation Plan (dated
December 4, 1989)(9)*
10.7 Senior Operations Executive Bonus Plan*
10.9 Description of Bonus Incentive Plans (amended December 3,
1984)(10)*
10.10 Agreement Among Albertson's, Inc., Theo Albrecht Stiftung and
Theo Albrecht dated as of February 15, 1980(5)
10.10.1 Letter Amendment of October 13, 1982 regarding Exhibit 10.10(11)
10.10.2 First Amendment dated April 11, 1984 to Agreement among
Albertson's, Inc., Theo Albrecht Stiftung and Theo Albrecht(12)
10.10.3 Second Amendment dated September 25, 1989 to Agreement among
Albertson's, Inc., Markus Stiftung and Theo Albrecht(9)
10.10.4 Third Amendment dated December 5, 1994 to Agreement among
Albertson's, Inc., Markus Stiftung and Theo Albrecht(13)
10.11 1982 Incentive Stock Option Plan (amended March 4, 1991)(14)*
10.12 Form of 1982 Incentive Stock Option Agreement (amended
November 30, 1987)(15)*
17
18
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)(16)*
10.13 Executive Pension Makeup Plan (amended and restated February 1,
1989)(8)*
10.13.1 First Amendment to Executive Pension Makeup Plan (dated June 8,
1989)(17)*
10.13.2 Second Amendment to Executive Pension Makeup Plan (dated January 12,
1990)(18)*
10.13.3 Third Amendment to Executive Pension Makeup Plan (dated January 31,
1990)(19)*
10.13.4 Fourth Amendment to Executive Pension Makeup Plan (effective
January 1, 1995)(13)*
10.13.5 Amendment to Executive Pension Makeup Plan (retroactive to
January 1, 1990)(6)*
10.14 Credit Agreement (dated October 5, 1994)(20)
10.14.1 Amendment No. 1 to Credit Agreement (dated October 25, 1995)(21)
10.14.2 Amended and Restated Credit Agreement (dated December 17, 1996)
10.15 Senior Executive Deferred Compensation Plan (amended and
restated February 1, 1989)(8)*
10.15.1 Amendment to Senior Executive Deferred Compensation Plan (dated
December 4, 1989)(9)*
10.16 1986 Nonqualified Stock Option Plan (amended March 4, 1991)(14)*
10.17 Form of 1986 Nonqualified Stock Option Plan Stock Option Agreement
(amended November 30, 1987)(15)
10.18 Executive Pension Makeup Trust (dated February 1, 1989)(8)*
10.19 Executive Deferred Compensation Trust (dated February 1, 1989)(8)*
10.20 1990 Deferred Compensation Plan(14)*
10.20.1 Amendment to 1990 Deferred Compensation Plan (dated April 12,
1994)(22)*
10.21 Non-Employee Directors' Deferred Compensation Plan(14)*
10.22 1990 Deferred Compensation Trust (dated November 20, 1990)(14)*
10.23 Letter Agreement with John B. Carley (dated December 4, 1995)(6)*
10.24 1995 Stock-Based Incentive Plan (dated May 26, 1995)(23)*
10.24.1 Form of 1995 Stock-Based Incentive Plan Stock Option Agreement
(dated December 4, 1995)(6)*
10.25 1995 Stock Option Plan for Non-Employee Directors (dated
May 26, 1995)(23)*
18
19
Number Description
- ------ -----------
10.25.1 Form of 1995 Stock Option Plan for Non-Employee Directors Agreement
(dated May 30, 1995)(23)*
11 Inapplicable
12 Inapplicable
13 Exhibit 13 consists of pages 19 to 45 and the inside back cover of
Albertson's, Inc. 1996 Annual Report to Stockholders which are
numbered as pages 1 to 28 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 28; Item 6--page
27; Item 7--pages 1 through 4; and Item 8--pages 5 through 26 and
page 28.
16 Inapplicable
18 Inapplicable
21 Inapplicable
22 Inapplicable
23 Inapplicable
24 Inapplicable
27 Financial Data Schedule
99 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-Q for the quarter ended October 31, 1996.
(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 4, 1997.
(4) 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.
(5) Exhibits 10.2 and 10.10 are incorporated herein by reference to Exhibits
10.2 and 10.10, respectively, of the Form 10-K for the year ended January
29, 1981.
19
20
(6) Exhibits 10.3, 10.4, 10.13.5, 10.23 and 10.24.1 are incorporated herein
by reference to Exhibits 10.3, 10.4, 10.13.5, 10.23 and 10.24.1,
respectively of the Form 10-K for the year ended February 1, 1996.
(7) 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.
(8) 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.
(9) 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.
(10) Exhibit 10.9 is incorporated herein by reference to Exhibit 10.9 of the
Form 10-K for the year ended January 31, 1985.
(11) 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.
(12) 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, 1994.
(13) 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.
(14) 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.
(15) Exhibits 10.12 and 10.17 are incorporated herein by reference to Exhibits
10.12 and 10.17, respectively, of the Form 10-Q for the quarter ended
October 29, 1987.
(16) Exhibit 10.12.1 is incorporated herein by reference to Exhibit 10.12.1 of
the Form 10-Q for the quarter ended August 3, 1989.
(17) 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.
(18) 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.
(19) 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.
(20) 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.
(21) 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.
(22) Exhibit 10.20.1 is incorporated herein by reference to Exhibit 10.20.1 of
the Form 10-Q for the quarter ended August 4, 1994.
(23) 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