SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: June 23, 1999
Albertson's, Inc.
(Exact name of registrant as specified in its charter)
Delaware No. 1-6187 82-0184434
(State or other (Commission File Number) (IRS Employer
jurisdiction of Number)
incorporation)
250 Parkcenter Blvd., P.O. Box 20, Boise, Idaho 83726
(Address of principal executive offices) (Zip Code)
Registrant's telephone number: (208) 395-6200
Item 2. Acquisition or Disposition of Assets.
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On June 23, 1999, Albertson's, Inc. ("Albertson's"), a Delaware
corporation, and American Stores Company ("ASC"), a Delaware corporation,
consummated a merger (the "Merger") whereby Abacus Holdings, Inc. ("Merger
Sub"), a Delaware corporation and a wholly owned subsidiary of Albertson's,
was merged with and into ASC pursuant to an Agreement and Plan of Merger
(the "Merger Agreement"), dated as of August 2, 1998. As a result of the
Merger, ASC has survived the merger as a wholly owned Delaware subsidiary
of Albertson's.
Pursuant to the terms of the Merger Agreement, each issued and
outstanding share of common stock, par value $1.00 per share, of ASC ("ASC
Common Stock") was converted into the right to receive 0.63 shares of
common stock, par value $1.0 per share, of Albertson's ("Albertson's Common
Stock"). Albertson's issued approximately 184.5 million shares of
Albertson's Common Stock in exchange for all of the outstanding shares of
ASC Common Stock. In addition, each option to purchase ASC Common Stock
outstanding at the time of the Merger under ASC's stock option plans was
converted into an option to purchase the number of shares of Albertson's
Common Stock equal to the number of shares of ASC Common Stock subject to
such option multiplied by the exchange ratio for the Merger, and the
associated exercise price of each option was adjusted accordingly.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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(a) Financial Statements of Business Acquired.
Pursuant to Item 7(a)(4), the Registrant has not included the
requisite financial statements. Registrant anticipates that it will file
such financial statements on or before August 27, 1999.
(b) Pro Forma Financial Information
Pursuant to Item 7(b)(2), the Registrant has not included the
requisite pro forma financial information. The Registrant anticipates that
it will file such pro forma financial information on or before August 27,
1999.
(c) Exhibits.
The following exhibits are filed with this report.
2.1 Agreement and Plan of Merger, dated as of August 2, 1998, by and among
Albertson's Inc., Abacus Holdings, Inc. and American Stores Company
incorporated by reference as Exhibit 1 to the Schedule 13D filed on
August 12, 1998.
3.1 Albertson's, Inc. By-laws, dated June 24, 1999, incorporated by
reference to Exhibit 4.2 of Albertson's Registration Statement on
Form S-8, filed on July 2, 1999.
99.1 Press Release, dated June 22, 1999 with attachments.
99.2 Press Release, dated June 24, 1999.
SIGNATURE
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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 hereto duly authorized.
ALBERTSON'S, INC.
July 2, 1999 By: /s/ Thomas R. Saldin
Thomas R. Saldin
Executive Vice President
and General Counsel
EXHIBIT INDEX
Exhibit Description
2.1 Agreement and Plan of Merger, dated as of August 2, 1998, by and among
Albertson's Inc., Abacus Holdings, Inc. and American Stores Company
incorporated by reference as Exhibit 1 to the Schedule 13D filed on
August 12, 1998.
3.1 Albertson's, Inc. By-laws, dated June 24, 1999, incorporated by
reference to Exhibit 4.2 of Albertson's Registration Statement on
Form S-8, filed on July 2, 1999.
99.1 Press Release, dated June 22, 1999 with attachments.
99.2 Press Release, dated June 24, 1999.