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 Exchange Act of 1934
Date of Report (Date of earliest event reported): August 31, 1999
SUPERVALU INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-5418 41-0617000
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
11840 Valley View Road
Eden Prairie, Minnesota 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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(Former name or former address, if changed since last report)
Item 2. Acquisition or Disposition of Assets.
Effective August 31, 1999, SUPERVALU INC. ("SUPERVALU") acquired all of the
outstanding common stock of Richfood Holdings, Inc. ("Richfood"). The
acquisition was consummated pursuant to an Agreement and Plan of Merger, dated
as of June 9, 1999, among Richfood, SUPERVALU and a wholly-owned subsidiary of
SUPERVALU, providing for the merger of Richfood with and into the subsidiary of
SUPERVALU (the "Merger"). The Merger has been accounted for as a purchase.
As consideration for the Merger, SUPERVALU paid $443 million in cash and
issued approximately 19.7 million shares of SUPERVALU common stock with a market
value of approximately $443 million. For shareholders receiving stock
consideration in the Merger, the conversion ratio was .8239 shares of SUPERVALU
common stock for each Richfood share. SUPERVALU also assumed $685 million of
Richfood debt, of which approximately $394 million was repaid by SUPERVALU after
the closing. To finance the acquisition and repay the Richfood debt, SUPERVALU
used cash, a portion of the proceeds from the issuance of $350 million of 7 7/8%
10-year notes in August 1999 and proceeds from the issuance of commercial paper
(supported by a new $300 million 364-day credit facility). The new credit
facility is in addition to SUPERVALU's existing $400 million credit facility.
Item 7. Financial Statements and Exhibits.
(a) Financial statements of business acquired.
The audited consolidated financial statements of Richfood as of
May 1, 1999 and for the fiscal year ended May 1, 1999 are filed as
Exhibit 99.1 to this report.
(b) Pro forma financial information.
The unaudited pro forma condensed combined financial information
of SUPERVALU reflecting the Richfood acquisition was previously filed
in SUPERVALU's Current Report on Form 8-K on July 21, 1999.
(c) Exhibits.
23 Consent of Ernst & Young LLP
99.1 Audited Consolidated Financial Statements of Richfood as of
May 1, 1999 and for the fiscal year ended May 1, 1999.
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SIGNATURES
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.
Dated: September 10, 1999
SUPERVALU INC.
By: /s/ Pamela K. Knous
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Pamela K. Knous
Executive Vice President and
Chief Financial Officer
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EXHIBIT INDEX
23 Consent of Ernst & Young LLP
99.1 Audited Consolidated Financial Statements of Richfood as of May 1,
1999 and for the fiscal year ended May 1, 1999.