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 and Exchange Act of 1934
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Date of Report: April, 17, 2000
SUPERVALU INC.
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(Exact name of registrant as specified in its charter)
Delaware 001-05418 41-0617000
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification Number)
11840 Valley View Road, Eden Prairie, MN 55344
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (612) 828-4000
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Items 1-4. Not Applicable.
Item 5. Other Events.
On April 12, 2000, the Board of Directors of SUPERVALU INC. (the "Company")
declared a dividend distribution of one preferred stock purchase right (a
"Right") for each outstanding share of Common Stock, $1.00 par value per share
(the "Common Stock"), of the Company held by stockholders of record on April 24,
2000 (the "Record Date"). Each Right entitles the registered holder to purchase
from the Company one one-thousandth (1/1,000) of a share of preferred stock of
the Company, designated as Series A Junior Participating Preferred Stock (the
"Preferred Stock") at a price of $85.00 per one one-thousandth (1/1,000) of a
share (the "Exercise Price"). The description and terms of the Rights are set
forth in a Rights Agreement (the "Rights Agreement"), dated as of April 12,
2000, between the Company and Norwest Bank Minnesota, N.A., as Rights Agent (the
"Rights Agent").
As discussed below, initially the Rights will not be exercisable,
certificates will not be sent to stockholders and the Rights will automatically
trade with the Common Stock.
The Rights, unless earlier redeemed by the Board of Directors,
become exercisable upon the close of business on the day (the "Distribution
Date") which is the earlier of (i) the tenth day following the first date (the
I"Stock Acquisition Date") on which there is a public announcement that a person
or group of affiliated or associated persons (an "Acquiring Person"), with
certain exceptions set forth below, has acquired beneficial ownership of 15% or
more of the outstanding voting stock of the Company or such earlier or later
date (not beyond the thirtieth day after the Stock Acquisition Date) as the
Board of Directors may determine or (ii) the tenth business day (or such later
date as may be determined by the Board of Directors prior to such time as any
person or group of affiliated or associated persons becomes an Acquiring Person)
after the date of the commencement or announcement of a person's or group's
intention to commence a tender or exchange offer the consummation of which would
result in the ownership of 15% or more of the Company's outstanding voting stock
(even if no shares are actually purchased pursuant to such offer); prior
thereto, the Rights will not be exercisable, will not be represented by a
separate certificate, and will not be transferable apart from the Common Stock,
but will instead be evidenced, (i) with respect to any of the shares of Common
Stock held in uncertificated book-entry form (a "Book-Entry") outstanding as of
the Record Date, by such Book-Entry and (ii) with respect to the shares of
Common Stock evidenced by Common Stock certificates outstanding as of the Record
Date, by such Common Stock certificate, together with a copy of this Summary of
Rights. An Acquiring Person does not include (A) the Company, (B) any subsidiary
of the Company, (C) any employee benefit plan or employee stock plan of the
Company or of any subsidiary of the Company, or any trust or other entity
organized, appointed, established or holding Common Stock for or pursuant to the
terms of any such plan or (D) any person or group whose ownership of 15% or more
of the shares of voting stock of the Company then outstanding results solely
from (i) any action or transaction or transactions approved by the Board of
Directors before such person or group became an Acquiring Person or (ii) a
reduction in the number of outstanding shares of voting stock of the Company
pursuant to a transaction or
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transactions approved by the Board of Directors (provided that any person or
group that does not become an Acquiring Person by reason of clause (i) or (ii)
above shall become an Acquiring Person upon acquisition of an additional 1% or
more of the Company's voting stock then outstanding unless such acquisition of
additional voting stock will not result in such person or group becoming an
Acquiring Person by reason of such clause (i) or (ii). For purposes of the
foregoing, outstanding voting stock of the Company includes voting stock that
trades on a "when issued" basis on a national securities exchange or on the
National Association of Securities Dealers, Inc. Automated Quotation System
("NASDAQ").
Until the Distribution Date (or earlier redemption or expiration of the
Rights), new Common Stock certificates issued after April 24, 2000 will contain
a legend incorporating the Rights Agreement by reference. Until the Distribution
Date (or earlier redemption or expiration of the Rights), transfer on the
Company's Direct Registration System of any Common Stock represented by a
Book-Entry or a certificate outstanding as of April 24, 2000, and, in each case,
with or without a copy of this Summary of Rights attached thereto, will also
constitute the transfer of the Rights associated with the Common Stock
represented by such Book-Entry or certificate. As soon as practicable following
the Distribution Date, separate certificates evidencing the Rights ("Rights
Certificates") will be mailed to holders of record of the Common Stock as of the
close of business on the Distribution Date and such separate Rights Certificates
alone will evidence the Rights from and after the Distribution Date.
The Rights are not exercisable until the Distribution Date. Unless earlier
redeemed by the Company as described below, the Rights will expire at the close
of business on April 12, 2010 (the "Expiration Date") (or, if the Distribution
Date shall have occurred before April 12, 2010, at the close of business on the
90th day following the Distribution Date).
The Preferred Stock is nonredeemable and, unless otherwise provided in
connection with the creation of a subsequent series of preferred stock (i)
subordinate to any other series of the Company's preferred stock and (ii) senior
to the Common Stock. The Preferred Stock may not be issued except upon exercise
of Rights. Each share of Preferred Stock will be entitled to receive when, as
and if declared, a quarterly dividend in an amount equal to (i) 1,000 times the
cash dividends declared on the Company's Common Stock, and (ii) a preferential
cash dividend, if any, in preference to holders of Common Stock in an amount
equal to $50.00 per share of Preferred Stock less the per share amount of all
cash dividends declared on the Preferred Stock pursuant to clause (i) since the
immediately preceding quarterly dividend payment date. In addition, Preferred
Stock is entitled to 1,000 times any noncash dividends (other than dividends
payable in equity securities) declared on the Common Stock, in like kind. In the
event of the liquidation of the Company, the holders of Preferred Stock will be
entitled to receive, for each share of Preferred Stock, a payment in an amount
equal to the greater of $1.00 per one one-thousandth of a share plus accrued and
unpaid dividends and distributions thereon or 1,000 times the payment made per
share of Common Stock. Each share of Preferred Stock will have 1,000 votes,
voting together with the Common Stock. In the event of any merger, consolidation
or other transaction in which Common Stock is exchanged, each share of Preferred
Stock will be entitled to receive 1,000 times the amount received per share of
Common Stock. The rights of Preferred Stock as to dividends, liquidation and
voting are protected by anti-dilution provisions. If the dividends accrued on
the Preferred Stock for four or more quarterly dividend periods, whether
consecutive or not, shall not have been declared and paid or irrevocably set
aside for
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payment, the holders of record of the Preferred Stock of the Company of all
series (including the Preferred Stock) will have the right to elect two members
to the Company's Board of Directors.
The number of shares of Preferred Stock issuable upon exercise of the
Rights is subject to certain adjustments from time to time in the event of a
stock dividend on, or a subdivision or combination of, the Common Stock. The
Exercise Price for the Rights is subject to adjustment in the event of
extraordinary distributions of cash or other property to holders of Common
Stock.
Unless the Rights are earlier redeemed, in the event that, after the time
that a Person becomes an Acquiring Person, the Company were to be acquired in a
merger or other business combination (in which any shares of Common Stock are
changed into or exchanged for other securities or assets) or more than 50% of
the assets or earning power of the Company and its subsidiaries (taken as a
whole) were to be sold or transferred in one or a series of related
transactions, the Rights Agreement provides that proper provision will be made
so that each holder of record, other than the Acquiring Person, of a Right will
from and after such date have the right to receive, upon payment of the Exercise
Price, that number of shares of common stock of the acquiring company having a
market value at the time of such transaction equal to two times the Exercise
Price.
In addition, unless the Rights are earlier redeemed, in the event that a
person or group becomes an Acquiring Person, the Rights Agreement provides that
proper provision will be made so that each holder of record of a Right, other
than the Acquiring Person (whose Rights will thereupon become null and void),
will thereafter have the right to receive, upon payment of the Exercise Price,
that number of one one-thousandths of a share of Preferred Stock having a market
value at the time of the transaction equal to two times the Exercise Price (such
market value to be determined with reference to the market value of the
Company's Common Stock as provided in the Rights Agreement).
At any time after any person or group becomes an Acquiring Person and prior
to the acquisition by such person or group of 50% or more of the outstanding
voting stock, the Board of Directors of the Company may exchange the Rights
(other than Rights owned by such person or group which will have become void),
in whole or in part, at an exchange ratio of one share of Common Stock per Right
(subject to adjustment).
Fractions of shares of Preferred Stock (other than fractions which are
integral multiples of one one-thousandth of a share) may, at the election of the
Company, be evidenced by depositary receipts. The Company may also issue cash in
lieu of fractional shares which are not integral multiples of one one-thousandth
of a share.
At any time on or prior to the close of business on the earlier of (i) the
tenth day after the Stock Acquisition Date (or such later date as a majority of
the Board of Directors may determine) or (ii) the Expiration Date, the Company
may redeem the Rights in whole, but not in part, at a price of $0.01 per Right
(the "Redemption Price"). Immediately upon the effective time of the action of
the Board of Directors of the Company authorizing redemption of the Rights, the
right to exercise the Rights will terminate and the only right of the holders of
Rights will be to receive the Redemption Price.
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For as long as the Rights are then redeemable, the Company may amend the
Rights in any manner, including an amendment to extend the time period in which
the Rights may be redeemed. At any time when the Rights are not then redeemable,
the Company may amend the Rights in any manner that does not materially
adversely affect the interests of holders of the Rights as such.
The TIDE Committee of the Company, consisting of Directors who are neither
officers, employees nor affiliates of the Company, will review the Rights
Agreement at least every three years and, if a majority of the members of the
TIDE Committee deems it appropriate, may recommend a modification or termination
of the Rights Agreement.
Until a Right is exercised, the holder, as such, will have no rights as a
stockholder of the Company, including, without limitation, the right to vote or
to receive dividends.
As of March 25, 2000, there were 150,631,210 shares of Common Stock issued
(of which 131,461,401 shares were outstanding and 19,169,809 shares were held in
treasury) and 2,300,000 shares reserved for issuance pursuant to employee
benefit plans. As long as the Rights are attached to the Common Stock, the
Company will issue one Right with each new share of Common Stock so that all
such shares will have Rights attached. The Company's Board of Directors has
reserved for issuance upon exercise of the Rights 150,000 shares of Series A
Junior Participating Preferred Stock.
The Rights Agreement (which includes as Exhibit B the forms of Right
Certificates and Election to Purchase and as Exhibit C the form of Certificate
of Designations of Series A Junior Participating Preferred Stock) is attached
hereto as an exhibit and is incorporated herein by reference. The foregoing
description of the Rights is qualified in its entirety by reference to the
Rights Agreement and such exhibits thereto.
Item 6. Not Applicable.
Item 7. Exhibits.
4.1 Rights Agreement, which includes as Exhibit B the
forms of Right Certificate and Election to Purchase
and as Exhibit C the form of Certificate of
Designations of Series A Junior Participating
Preferred Stock.
99.1 Press release, dated April 14, 2000, issued by the Company.
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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, thereunto duly authorized.
SUPERVALU INC.
By: /s/ John P. Breedlove
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Name: John P. Breedlove, Esq.
Title: Secretary
Date: April 17, 2000
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EXHIBIT INDEX
Exhibit No. Description
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4.1 Rights Agreement, dated as of April 12, 2000 (the "Rights
Agreement"), between SUPERVALU INC. and Norwest Bank Minnesota,
N.A., as Rights Agent, including as Exhibit B the forms of
Right Certificate and of Election to Exercise.
99.1 Press release, dated April 14, 2000, issued by the Company.
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