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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
under the
Securities Exchange Act of 1934
Amendment No. One
ALBERTSON'S, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
013104-104
(CUSIP Number)
Thomas J. Wilford
380 East Parkcenter Blvd., Suite 100
Boise, Idaho 83706
Telephone: (208) 342-2712
(Name, address and telephone number of person
authorized to receive notices and communications)
August 3, 1995
(Date of event which requires filing of this Statement)
If filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and
is filing this statement because of Rule 13d-1(b)(3) or (4), check
the following box: [ ]
Check the following box if a fee is being paid with this statement:
[ ]
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1. Name of Reporting Person: Kathryn M. Albertson
S.S. No. of Above Person: ###-##-####
2. Check the Appropriate Box if a Member of a Group
(a) [X]
(b) [ ]
3. SEC Use Only
4. Source of Funds: N.A.; See Item 3.
5. Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e): [ ]
6. Citizenship: United States
Number of 7. Sole Voting Power: 0
Shares 8. Shared Voting Power: 26,842,046*
Beneficially Owned By 9. Sole Dispositive Power: 0
Each Reporting 10. Shared Dispositive Power 26,842,046*
Person With:
11. Aggregate Amount Shared voting and shared dispositive
Beneficially Owned power in 26,842,046 shares of common
by Each Reporting stock.
Person:
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares: [X]
13. Percent of Class Represented by Amount in Row 11: 10.57%
14. Type of Reporting Person: IN
*Excludes 1,180,000 shares held by the J.A. & Kathryn Albertson
Foundation, Inc. of which she is a director and officer and in which
Kathryn M. Albertson disclaims any beneficial ownership. Excludes
2,000 shares not held of record on August 3, 1995, but which could
have been acquired by Kathryn M. Albertson within 60 days thereafter
under the Issuer's 1995 Stock Option Plan for Non-Employee Directors.
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1. Name of Reporting Person: Joseph B. Scott
S.S. No. of Above Person: ###-##-####
2. Check the Appropriate Box if a Member of a Group
(a) [X]
(b) [ ]
3. SEC Use Only
4. Source of Funds: N.A.; See Item 3.
5. Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e): [ ]
6. Citizenship: United States
Number of 7. Sole Voting Power: 0
Shares 8. Shared Voting Power: 26,842,046*
Beneficially Owned By 9. Sole Dispositive Power: 0
Each Reporting 10. Shared Dispositive Power 26,842,046*
Person With:
11. Aggregate Amount Shared voting and shared dispositive
Beneficially Owned power in 26,842,046 shares of common
by Each Reporting stock.
Person:
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares: [X]
13. Percent of Class Represented by Amount in Row 11: 10.57%
14. Type of Reporting Person: IN
*Excludes 245,440 shares held in trust, of which Joseph B. Scott is
not the trustee, for minor children of Joseph B. Scott and in which
(as to 160,640 shares) he has an income interest but disclaims any
beneficial ownership. Excludes 1,200 shares owned by his spouse in
which beneficial ownership is disclaimed. Excludes 1,180,000 shares
held by the J.A. & Kathryn Albertson Foundation, Inc. of which he is
a director and officer and in which Joseph B. Scott disclaims any
beneficial ownership. Excludes 2,000 shares not held of record on
August 3, 1995, but which could have been acquired by Joseph B. Scott
within 60 days thereafter under the Issuer's 1995 Stock Option Plan
for Non-Employee Directors.
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1. Name of Reporting Person: Alscott Limited Partnership #2
Federal Tax ID#: 82-0483268
2. Check the Appropriate Box if a Member of a Group
(a) [X]
(b) [ ]
3. SEC Use Only
4. Source of Funds: N.A.; See Item 3.
5. Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e): [ ]
6. Place of Organization: Texas
Number of 7. Sole Voting Power: 0
Shares 8. Shared Voting Power: 26,842,046
Beneficially Owned By 9. Sole Dispositive Power: 0
Each Reporting 10. Shared Dispositive Power 26,842,046
Person With:
11. Aggregate Amount Shared voting and shared dispositive
Beneficially Owned power in 26,842,046 shares of common
by Each Reporting stock.
Person:
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares: [ ]
13. Percent of Class Represented by Amount in Row 11: 10.57%
14. Type of Reporting Person: P
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1. Name of Reporting Person: Alscott, Inc.
Federal Tax ID#: 82-0326454
2. Check the Appropriate Box if a Member of a Group
(a) [X]
(b) [ ]
3. SEC Use Only
4. Source of Funds: N.A.; See Item 3.
5. Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e): [ ]
6. Place of Organization: Idaho
Number of 7. Sole Voting Power: 0
Shares 8. Shared Voting Power: 26,842,046
Beneficially Owned By 9. Sole Dispositive Power: 0
Each Reporting 10. Shared Dispositive Power 26,842,046
Person With:
11. Aggregate Amount Shared voting and shared dispositive
Beneficially Owned power in 26,842,046 shares of common
by Each Reporting stock.
Person:
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares: [ ]
13. Percent of Class Represented by Amount in Row 11: 10.57%
14. Type of Reporting Person: CO
Item 1. Security and Issuer
The class of securities to which this statement relates is the common
stock, par value $1.00 per share, (the "Stock") of Albertson's, Inc.
(the "Issuer") with the address of 250 Parkcenter Blvd., Box 20,
Boise, Idaho 83726.
Item 2. Identity and Background
(a) This amendment to the Schedule 13D filing reflects the transfer
of the shares of Stock owned by Kathryn M. Albertson and Joseph B.
Scott to Alscott Limited Partnership #2 (the "Limited Partnership").
The managing general partner of the Limited Partnership is Alscott,
Inc. (the "Corporation"). The controlling persons of the Corporation
are Kathryn M. Albertson and Joseph B. Scott, and the directors and
executive officers of the Corporation are Kathryn M. Albertson,
Joseph B. Scott and Thomas J. Wilford (collectively, the
"Individuals"). Kathryn M. Albertson is the grandmother of Joseph B.
Scott and is a Director of the Issuer. Joseph B. Scott is the
grandson of Kathryn M. Albertson and is a Director of the Issuer.
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(b) The principal business address and principal office address of
the Limited Partnership, the Corporation and each of the Individuals
is 380 East Parkcenter Blvd., Suite 100, Boise, Idaho 83706.
(c) The principal business of the Limited Partnership and of the
Corporation is investments. Kathryn M. Albertson's principal
occupation is President of the Corporation. Joseph B. Scott's
principal occupation is Vice President of the Corporation. Thomas J.
Wilford's principal occupation is Treasurer and Secretary of the
Corporation.
(d) None of the Limited Partnership, the Corporation or the
Individuals has, during the last five years, been convicted in a
criminal proceeding, excluding traffic violations or similar
misdemeanors.
(e) None of the Limited Partnership, the Corporation or the
Individuals has, during the last five years, been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to
a judgment, decree or final order enjoining future violation of, or
prohibiting or mandating any activity subject to, federal or state
securities laws or finding any violation with respect to such laws.
(f) Each of the Individuals is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration
There was no source or amount of funds or other consideration.
Item 4. Purpose of Transaction
The 26,842,046 shares of Stock were transferred to the Limited
Partnership in order to conduct the family business in a more
efficient manner.
Item 5. Interest in Securities of the Issuer
(a) The Limited Partnership holds 26,842,046 shares of Stock, which
is 10.57% of the outstanding Stock based upon the number of shares
outstanding on May 31, 1995 as set forth in the Report on Form 10-Q
filed by the Issuer for the quarter ended May 4, 1995.
(b) The managing general partner of the Limited Partnership is the
Corporation and the controlling persons of the Corporation are
Kathryn M. Albertson and Joseph B. Scott. Therefore, the Limited
Partnership, the Corporation, Kathryn M. Albertson and Joseph B.
Scott share voting power and dispositive power over the 26,842,046
Shares.
(c) Since the filing of the Schedule 13D on August 11, 1993: (a) a
two-for-one stock split in the form of a stock dividend was
distributed on October 4, 1993; and (b) Kathryn M. Albertson gifted a
total of 1,135,874 shares of Stock. On August 3, 1995 the following
shares of Stock were transferred to the Limited Partnership from the
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person indicated: 20,840,446 shares from Kathryn M. Albertson;
6,000,000 shares from Joseph B. Scott; and 1,600 from Mary Wilford,
the wife of Thomas J. Wilford.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
The Issuer and the Limited Partnership are parties to an agreement
dated August 3, 1995 providing for the Issuer to purchase the shares
of Stock owned by the Limited Partnership which were previously owned
by Kathryn M. Albertson under certain circumstances as set forth in
the agreement.
The Issuer, the Limited Partnership and Kathryn M. Albertson are
parties to an agreement dated August 3, 1995 which provides for the
relationship between the agreement referred to in the preceding
paragraph and an agreement dated December 31, 1979 described in the
Schedule 13D filed on August 11, 1993.
The Issuer and Kathryn M. Albertson are parties to an Agreement dated
May 30, 1995 under which Kathryn M. Albertson was granted an option
to purchase 2,000 shares of Stock pursuant to the Albertson's, Inc.
1995 Stock Option Plan for Non-Employee Directors.
The Issuer and Joseph B. Scott are parties to an Agreement dated
May 30, 1995 under which Joseph B. Scott was granted an option to
purchase 2,000 shares of Stock pursuant to the Albertson's, Inc. 1995
Stock Option Plan for Non-Employee Directors.
The Albertson's, Inc. 1995 Stock Option Plan for Non-Employee
Directors provides that each non-employee Director of the Issuer will
be granted a nonqualified option to purchase 2,000 shares of Stock on
the first business day after each annual stockholders' meeting of the
Issuer for the term of the Plan.
Item 7. Material to be Filed as Exhibits
(a) Agreement between Alscott Limited Partnership #2 and
Albertson's, Inc. dated August 3, 1995.
(b) Stockholders' Agreement among Kathryn Albertson, Albertson's,
Inc. and Alscott Limited Partnership #2 dated August 3, 1995.
(c) Stock Option Agreement between Kathryn Albertson and
Albertson's, Inc. dated May 30, 1995.
(d) Stock Option Agreement between J.B. Scott and Albertson's, Inc.
dated May 30, 1995.
(e) The Albertson's, Inc. 1995 Stock Option Plan for Non-Employee
Directors is incorporated by reference to Exhibit 10.25 to the
Quarterly Report on Form 10-Q of the Issuer for the quarter ended May
4, 1995.
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After reasonable inquiry and to the best of our knowledge and belief,
we certify the information set forth in this amendment is true,
complete and correct.
Date: August 11, 1995
Kathryn M. Albertson
______________________
Kathryn M. Albertson
Joseph B. Scott
______________________
Joseph B. Scott
Alscott Limited Partnership #2
By: Alscott, Inc.
General Partner
Thomas J. Wilford
By: ______________________
Thomas J. Wilford
Treasurer and Secretary
Alscott, Inc.
Thomas J. Wilford
By: ______________________
Thomas J. Wilford
Treasurer and Secretary
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A G R E E M E N T
THIS AGREEMENT made and executed this 3rd day of
August, 1995, by and between Alscott Limited Partnership
#2, a Texas limited partnership (the "Partnership") and
ALBERTSON'S, INC., a Delaware corporation.
WHEREAS, concurrently herewith, Kathryn Albertson
and the Partnership are entering into an agreement, dated
of even date herewith (the "Contribution Agreement"),
pursuant to which Kathryn Albertson is contributing to
the Partnership 20,840,446 shares of common stock of
Albertson's, Inc. owned by her; and
WHEREAS, the parties hereto are concurrently enter-
ing into a Stockholders' Agreement (the "Stockholders'
Agreement") in order to provide, among other things, for
the coordination and aggregation of the actions by
Kathryn Albertson and the Partnership under this Agree-
ment and under the Agreement, dated December 31, 1979,
between Albertson's, Inc. and Kathryn Albertson;
NOW, THEREFORE, IN CONSIDERATION OF the mutual
covenants herein set forth and other valuable consider-
ations by each party received from each other party, the
adequacy of which is hereby acknowledged, IT IS AGREED:
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Section 1. Definitions. As used in this agreement:
1.1. The term "corporation" shall refer to
Albertson's, Inc., a Delaware corporation.
1.2. The term "stock" shall refer to shares of
common stock issued by the corporation.
1.3. The term "business day" shall refer to any
Monday, Tuesday, Wednesday, Thursday or Friday which is
not a legal holiday under the laws of the State of Idaho.
1.4. The term "market value", as used in Sections
3, 4 and 5 shall refer to an amount equivalent to the
average of the closing prices per share of stock on the
composite tape for thirty consecutive business days upon
which shares of stock were traded upon any stock exchange
whose prices are incorporated in the composite tape
preceding the date of determination.
1.5. The term "personal representative" shall refer
to the duly appointed personal representative of the
estate of Kathryn Albertson, acting in that capacity
following the death of Kathryn Albertson. Should a
special administrator be appointed to administer the
estate of Kathryn Albertson until such time as a personal
representative of that estate is appointed, the term
"personal representative" shall also refer to that spe-
cial administrator.
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1.6. The term "Shares" means (i) all stock trans-
ferred to the Partnership by Kathryn Albertson and (ii)
all stock received by the Partnership as a dividend or
other distribution as a result of its ownership of the
stock referred to in clause (i).
Section 2. Recognition. The parties hereto recog-
nize that:
2.1. Kathryn Albertson has contributed today
20,840,446 shares of stock to the Partnership pursuant to
the terms of the Contribution Agreement. The aggregate
number of shares of stock contributed to the Partnership
pursuant to the terms of the Contribution Agreement is
26,842,046.
2.2. The provisions of this agreement and the
covenants of the respective parties contained in this
agreement are in their best interests in providing for an
orderly sale and purchase of stock under the circumstanc-
es and in the manner provided in this agreement.
Section 3. Sale of Stock - Right of First Refusal.
3.1. The provisions of subsection 3.2 shall remain
in force and effect during the lifetime of Kathryn
Albertson. The provisions of subsection 3.3 shall remain
in effect and binding upon a donee although the death of
Kathryn Albertson shall have occurred.
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3.2. In the event that during the lifetime of
Kathryn Albertson the Partnership proposes to sell or
dispose of (other than through gift) all or any part of
the Shares to a person or entity other than Kathryn
Albertson, it shall give notice in writing to the corpo-
ration stating its desire to sell such Shares. If its
proposal to sell such Shares is based upon a bona fide
offer by a third party to purchase, the notice delivered
to the corporation shall state its intention to sell the
Shares, the identity of the prospective pur-chaser, the
price per share offered, the number of Shares to be sold
and other terms of the proposed sale. If its proposal to
sell is not based upon a bona fide offer to purchase,
then the notice to the corporation shall state its
intention to sell Shares, the number of Shares to be
sold, the proposed price per share therefor and other
terms of sale.
For a period of thirty (30) days following delivery
of that notice to the corporation, the corporation shall
have an irrevocable and exclusive option to purchase all
(but not less than all) of the Shares proposed to be sold
at the price and upon the terms set forth in the notice.
Should the corporation determine to exercise its
option to purchase those Shares, notice in writing of
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that decision shall be delivered to the Partnership
within the thirty day option period. A closing shall
take place on the ninetieth business day following the
date of delivery to the Partnership of the corporation's
notice that it is exercising its option. The closing
shall take place at the office of the corporation. At
the closing the corporation shall pay to the Partnership
such part of or the entire purchase price for those
Shares as is required to be paid at closing by the terms
of sale, and, if payment of a part of the purchase price
is deferred, the corporation shall deliver to the Part-
nership such other instruments as are contemplated by the
terms of sale. Simultaneously therewith the Partnership
shall deliver to the corporation certificates evidencing
its ownership of the number of Shares purchased by the
corporation with proper assignments in blank thereof duly
executed by it with its signature guaranteed.
Should the corporation fail, refuse or decline to
exercise its option to purchase all of the Shares offered
for sale within the thirty day option period at the price
and upon the terms set forth in the notice delivered to
the corporation, within a period of nine (9) months
thereafter the Partnership may sell those Shares at a
price equivalent to or exceeding that which was stated in
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the notice to the corporation (and which was available to
the corporation), but the Partnership shall not sell
those Shares upon different terms or at a purchase price
less than that which was stated in the notice to the
corporation (and available to the corporation) or sell a
part, only, of those Shares, or sell those Shares after
the expiration of said nine month period without again
offering those Shares for purchase by the corporation
under the procedure set forth in this subsection.
3.3. The provisions of this section shall not be
interpreted to deprive the Partnership of the privilege
to make gifts of Shares during Kathryn Albertson's life-
time; providing that as a condition to each gift the
donee shall agree in writing to grant to the corporation
an option to purchase all of the Shares so received as a
gift from the Partnership utilizing the procedure set
forth in this subsection.
That agreement by the donee shall require the donee,
its successors, assigns and personal representative
within a period of one year following the date of the
gift to deliver to the corporation an offer to sell to
the corporation all of the Shares received as a gift from
the Partnership.
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For a period of ninety days following delivery of
that notice to sell Shares the corporation shall have an
exclusive and irrevocable option to purchase all (but not
less than all) of the Shares so offered for sale by the
donee at the purchase price and on the terms set forth in
this subsection.
Should the corporation determine to exercise its
option to purchase those Shares, notice in writing of
that decision shall be delivered to the donee within said
ninety day option period; and having determined to exer-
cise its option to purchase those Shares, the purchase
price shall be equivalent to ninety-six percent (96%) of
the market value per share determined as provided in
subsection 1.4 as of the date of delivery of the written
notice by which the corporation exercised its option to
purchase the Shares, multiplied by the number of Shares
to be purchased.
The corporation having given notice of its decision
to purchase Shares, a closing shall take place at the
general office of the corporation on the 150th day after
the date of delivery of the notice by the corporation
exercising its option to purchase the Shares or if such
day is not a business day, on the first business day
thereafter.
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At the closing, the donee shall deliver to the
corporation the certificates evidencing ownership by it
of the number of Shares purchased by the corporation with
proper assignments thereof in blank duly executed by or
on behalf of the donee with its signature guaranteed; and
simultaneously therewith the corporation shall pay to the
donee the entire purchase price for those Shares.
Should the corporation fail, refuse or decline to
exercise its option to purchase all of the Shares (re-
ceived by the donee from the Partnership as a gift)
within the option period stated in this subsection, from
and after the expiration of that option period the donee
shall hold those Shares, deal with them and exercise all
rights of ownership thereof free from the provisions of
this subsection and free from the provisions of the
agreement entered into by the donee at the time of the
gift of stock.
Following a gift by the Partnership of Shares, upon
the new certificate evidencing ownership by the donee of
those Shares the Secretary of the corporation shall be
authorized to endorse a legend corresponding to that set
forth in Section 7 and further incorporating by reference
the agreement of the donee contemplated in this subsec-
tion.
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Section 4. Option to Purchase.
4.1. Following the death of Kathryn Albertson, the
corporation is hereby granted an irrevocable and exclu-
sive option to purchase all of the Shares (not a part
thereof) owned by the Partnership at the time of Kathryn
Albertson's death as provided in this section.
4.2. Within thirty days following the date of death
of Kathryn Albertson the Partnership shall deliver to the
corporation an offer to sell to the corporation all of
the Shares owned by the Partnership at the time of
Kathryn Albertson's death.
For a period of ninety days following delivery of
that offer to sell Shares, the corporation shall have an
irrevocable and exclusive option to purchase all (but not
less than all) of the Shares owned by the Partnership at
the time of Kathryn Albertson's death at the purchase
price and on the terms set forth in this section.
Should the corporation determine to exercise its
option to purchase those Shares, notice in writing of
that decision shall be delivered to the Partnership
within said ninety day option period; and having deter-
mined to exercise its option to purchase those Shares,
the purchase price shall be equivalent to ninety-six
percent (96%) of the market value per share determined as
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provided in subsection 1.4 as of the date of delivery of
the written notice by which the corporation exercised its
option to purchase the Shares, multiplied by the number
of Shares to be purchased.
The corporation having given notice of its decision
to purchase the Shares, the closing shall take place at
the general office of the corporation on the 150th day
after the date of delivery of the notice by the corpora-
tion exercising its option to purchase the Shares, or if
such day is not a business day, on the first business day
thereafter.
At the closing:
(a) The Partnership shall deliver to the
corporation (1) such instrument or instruments as may be
required under the laws of the State of Idaho to estab-
lish its authority to sell those Shares, and (2) the
certificates evidencing the ownership by the Partnership
of the number of Shares purchased by the corporation with
proper assignments thereof in blank duly executed by the
Partnership with its signature guaranteed.
(b) The corporation shall pay to the Partner-
ship the entire purchase price for the Shares being
purchased.
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(c) Should the closing occur more than nine
months after the date of death of Kathryn Albertson, in
addition to the purchase price for the Shares being
purchased, upon demand the corporation shall pay to the
personal representative an amount equivalent to the
aggregate of (i) interest upon that purchase price com-
puted at a rate equivalent to that then chargeable by the
United States of America under the applicable provisions
of the Internal Revenue Code for delinquent estate taxes
computed for the period from the date which is nine
months after the date of death of Kathryn Albertson to
the date of closing, and (ii) all penalties and other
charges levied and imposed by the Internal Revenue Ser-
vice by reason of the late payment of those estate taxes.
4.3. Should the corporation fail, refuse or decline
to exercise its option to purchase all of the Shares
owned by the Partnership at the time of Kathryn
Albertson's death within the option period stated in sub-
section 4.2, then and in that event the Partnership shall
be obligated to sell those Shares through a secondary
public offering utilizing the procedure set forth in
Section 5.
<PAGE>
Section 5. Public Offering of Shares.
5.1. Should the corporation have failed, refused or
declined to purchase all of the Shares owned by the
Partnership at the time of Kathryn Albertson's death in
the manner and within the option period stated in subsec-
tion 4.2, promptly following the expiration of that
option period or notice in writing by the corporation
that it declines to exercise the option the Partnership
shall proceed expeditiously through the exercise of its
best efforts to cause those Shares to be registered under
the Securities Act of 1933 for public distribution and
sale through an underwriter and to consummate an agree-
ment for sale of those Shares to or through an underwrit-
er. The corporation may designate the underwriter. The
amount of the underwriter's commissions shall require
approval by the corporation. The gross price per Share
(before deducting the underwriter's commissions) at which
the Shares shall be offered through the underwriter for
distribution and sale shall be fixed and established by
the Partnership. Unless a greater gross price per Share
is approved by the corporation, that gross price as fixed
and established by the Partnership shall not exceed the
market value per Share determined as at the date of the
offering.
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5.2. All expenses and costs associated with the
registration of those Shares and such public distribution
or sale, including (without limitation) registration
fees, fees and expenses of counsel for the Partnership,
fees and expenses of accountants, printing costs and the
underwriter's commissions shall be assumed and paid by
the corporation. Accordingly, upon demand by the Part-
nership, the corporation agrees to reimburse and pay to
the Partnership all expenditures by the Partnership for
those purposes.
5.3. The Partnership may delegate to the corpora-
tion and to its employees or persons designated by the
corporation the actual preparation of the registration
statement, prospectus and offering circular and other
instruments required to effect a registration under the
Securities Act of 1933, retaining the privilege to ap-
prove the final form thereof. In such event, the Part-
nership shall furnish to the corporation in writing such
information known to the Partnership as shall reasonably
be required by the corporation for use in such registra-
tion statement, prospectus or offering circular. In any
event, the form and content of those instruments shall
require approval by both the Partnership and the corpora-
tion.
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5.4. The corporation agrees to indemnify, to the
extent permitted by law, the Partnership and each person,
if any, who controls the Partnership within the meaning
of Section 15 of the Securities Act of 1933, as amended,
jointly or severally, against all losses, claims, damag-
es, liabilities or expenses (under such Act or common law
or otherwise) arising from or caused by any untrue state-
ment or alleged untrue statement of a material fact which
was furnished by any employee of the corporation and
incorporated in the registration statement or any offer-
ing circular or prospectus (as amended or supplemented)
or if the corporation or any employee thereof was respon-
sible for any omission or alleged omission to state in
the registration statement or the offering circular or
prospectus a material fact required to be stated therein
or necessary to make the statements therein not mislead-
ing; excepting insofar as such losses, claims, damages,
liabilities or expenses are caused by any untrue state-
ment of or an omission in the information furnished and
provided by the Partnership expressly for use therein;
and the corporation shall reimburse the Partnership and
its controlling persons for any legal or other expenses
reasonably incurred by them in investigating or defending
<PAGE>
against such alleged losses, claims, damages, liabilities
or expenses.
Although the underwriting agreement will be entered
into between the Partnership and the underwriter, the
corporation agrees to indemnify the underwriter, its
officers and directors, and each person who controls the
underwriter within the meaning of the Securities Act of
1933, as amended, if then in effect or any similar Feder-
al statute then in force to the same extent as herein-
above provided with respect to indemnification of the
Partnership.
Should the Partnership delegate to the corporation
and to its employees the actual preparation of the regis-
tration statement, prospectus, offering circular or other
instruments required to effect a registration under the
Securities Act of 1933, the Partnership agrees to indem-
nify, to the extent permitted by law, the corporation,
its directors and officers and each person, if any, who
controls the corporation within the meaning of such Act,
against any losses, claims, damages, liabilities and
expenses resulting from any untrue statement of a materi-
al fact incorporated in the registration statement or
prospectus which was furnished in writing by the Partner-
ship expressly for use therein.
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Should the Partnership, promptly following the
expiration of the option period stated in subsection 4.2
or promptly following receipt of notice in writing by the
corporation that it declines to exercise the option
granted to it in Section 4, have delegated to the corpo-
ration and to its employees or persons designated by the
corporation the actual preparation of the registration
statement, prospectus, offering circular and other in-
struments required to effect a registration under the
Securities Act of 1933 and should the preparation and
filing of those instruments be so delayed that the clos-
ing with the underwriter contemplated in subsection 5.5
does not occur within a period of nine months following
the date of death of Kathryn Albertson, upon demand the
corporation shall be obligated to pay to the personal
representative an amount equivalent to the aggregate of
(i) interest at a rate equivalent to that then chargeable
by the United States of America under applicable provi-
sions of the Internal Revenue Code for delinquent estate
taxes computed upon that portion of the gross offering
price of all Shares sold through the secondary public
offering by the Partnership and which the personal repre-
sentative was required to pay as estate taxes payable to
the Internal Revenue Service for the period from the date
<PAGE>
which is nine months after the date of death of Kathryn
Albertson to the date of closing under subsection 5.5,
and (ii) all penalties and other charges levied and
imposed by the Internal Revenue Service by reason of the
late payment of those estate taxes.
5.5. Promptly following the date of the sale under
the public offering, there shall be a closing in the
office of the underwriter. At that closing, the under-
writer shall pay to the Partnership the gross offering
price per share for all shares of the stock sold; the
corporation shall pay to the underwriter its commission
on all of the Shares sold; and simultaneously therewith
the Partnership shall deliver to the underwriter certifi-
cates evidencing the Shares for which payment was re-
ceived by it with proper assignments in blank thereof
duly executed by the Partnership with its signature
guaranteed.
Section 6. General.
6.1. The Partnership agrees that it will not pledge
or create a security interest in the Shares to secure
payment of any obligation, and that it will not sell,
assign, transfer or create an interest in any of the
Shares except as provided in this agreement. The provi-
sions of this subsection shall not be interpreted to
<PAGE>
limit or in any respect restrict the authority of the
Partnership to borrow funds, incur obligations or estab-
lish lines of credit based upon its general net worth as
disclosed by a balance sheet listing the Shares owned by
it as an asset.
6.2. [INTENTIONALLY LEFT BLANK]
6.3. This agreement and the endorsement of the
legend contemplated in Section 7 upon certificates evi-
dencing its ownership of Shares shall not in any respect
deprive the Partnership of all rights of ownership of the
Shares owned by it, including (without limitation
thereto) unrestricted voting rights and the right to
receive and retain all dividends (either in cash or in
the form of shares of stock) declared thereon, subject
only to the specific provisions of Sections 3, 4, 5 and
6.
Section 7. Endorsement of Stock Certificates.
7.1. Immediately following the execution of this
agreement, the Partnership agrees to deliver to the
corporation all certificates evidencing ownership by the
Partnership of Shares in order that there may be endorsed
upon the face of each such certificate a legend reading
substantially as follows:
<PAGE>
"The shares of stock evidenced by this
certificate are subject to an Agreement entered
into on the 3rd day of August, 1995, between
Alscott Limited Partnership #2 and Albertson's,
Inc. which restricts and controls any sale,
assignment, transfer, pledge or other disposi-
tion of the shares of stock evidenced by this
certificate. A copy of such Agreement is on
file with the Secretary of Albertson's, Inc."
After endorsement of that legend, each certificate shall
be returned to the Partnership. So long as this agree-
ment is in force, a legend substantially as above stated
shall be endorsed on each certificate representing Shares
hereafter issued by the corporation to the Partnership.
7.2. A copy of this agreement shall remain on file
with the Secretary of the corporation.
7.3. In either of these events:
(i) As authorized in subsection 3.2, should
the Partnership sell Shares to a purchaser other than the
corporation or Kathryn Albertson; or
(ii) as contemplated in subsection 3.3, should
the corporation fail, refuse or decline to purchase
Shares from a donee within the option period provid-ed in
that subsection,
upon request by the Partnership or by the donee (as the
case may be) the corporation agrees to replace the cer-
tificates evidencing the Shares involved (and upon which
the legend contemplated in subsection 7.1 or subsection
<PAGE>
3.3 appears) by a certificate or certificates duly exe-
cuted and issued evidencing ownership by the Partnership
or by the donee (as the case may be) of an equivalent
number of Shares upon which no legend of the nature
contemplated in subsection 7.1 or subsection 3.3 shall
appear.
Section 8. Notices.
All notices, offers, acceptances, demands, requests
and other communications contemplated in this agreement
shall be in writing and shall be deemed delivered either
(a) by personal delivery to the party to whom it is
addressed or (b) upon the expiration of three (3) days
following the date of mailing (as shown by the postmark
on the envelope) through United States Certified Mail,
postage prepaid, return receipt requested, addressed to
the respective parties hereto at the following addresses:
In the case of the Partnership:
Alscott Limited Partnership #2
Suite 100
380 E. Parkcenter Blvd.
Boise, Idaho 83706
Attention: Thomas Wilford
In the case of Albertson's, Inc., a separate notice
addressed to each:
<PAGE>
Thomas R. Saldin Kaye L. O'Riordan
Executive Vice President, Corporate Secretary and
Administration and Senior Attorney
General Counsel Albertson's, Inc.
Albertson's, Inc. 250 E. Parkcenter Blvd.,
250 E. Parkcenter Blvd. Boise, Idaho 83706
Boise, Idaho 83706
The Partnership may change its address above stated by
notice in writing to the corporation. The corporation
may change individual officers or the address above
stated by notice in writing to the Partnership.
Section 9. Succession.
9.1. It is agreed that neither party to this agree-
ment shall assign the agreement or its rights thereunder
to any third party without the express approval in writ-
ing of the other party. This agreement shall be binding
upon and shall inure to the benefit of the parties hereto
and their respective successors and assigns (to the
extent approved by the other party).
9.2. The provisions of this agreement to be per-
formed following the death of Kathryn Albertson shall be
binding upon the personal representative of the estate of
Kathryn Albertson, then deceased, and her heirs and
devisees.
<PAGE>
Section 10. Enforcement - Attorneys Fees.
10.1 Each party hereto recognizes that its obliga-
tions hereunder are unique and that the breach of any
obligation could not be adequately compensated by mone-
tary damages; therefore, each party directs that specific
performance of each such obligation shall be the remedy
available to the other party for any such breach.
10.2. In the event suit or action be instituted by
either party to enforce performance by the other party of
the terms and provisions of this agreement incumbent upon
the other party to be kept or performed, the prevailing
party in such suit or action shall be entitled to recover
a reasonable sum as attorneys fees and all courts costs
incurred on behalf of that party and that amount shall be
included in the judgment made and entered in that action.
Section 11. Other Agreements.
This agreement together with the Stockholders'
Agreement shall supersede any prior agreements between
the parties and any other written or oral understanding
between the parties with respect to the sale and purchase
of the Shares of stock.
Section 12. Validity - Legality.
In the event that any provision of this agreement
shall be held invalid or illegal or unenforceable in
<PAGE>
whole or in part, the validity of any other provision of
this agreement shall not in any manner be affected there-
by.
Section 13. Governing Law.
The provisions of this agreement and the interpreta-
tion thereof shall be governed and construed in accor-
dance with the laws of the State of Idaho.
IN WITNESS WHEREOF, this agreement has been
duly executed by and on behalf of each party hereto the
day and year herein first above written.
ALBERTSON'S, INC.
(Corporate Seal)
Thomas R. Saldin
By:_____________________________
Thomas R. Saldin
Its: Executive Vice President,
Adminstration and General
Counsel
Kaye L. O'Riordan
_____________________
Kaye L. O'Riordan
Secretary
ALSCOTT LIMITED PARTNERSHIP #2
By: Alscott, Inc.
General Partner
Thomas Wilford
By: ____________________________
Thomas Wilford
Treasurer and Secretary
(..continued)
24
<PAGE>
STOCKHOLDERS' AGREEMENT
This Agreement (the "Stockholders' Agreement"),
dated as of August 3, 1995, is by and among KATHRYN
ALBERTSON, ALBERTSON'S, INC., a Delaware corporation (the
"Corporation"), and Alscott Limited Partnership #2, a Texas
limited partnership (the "Partnership").
RECITALS
WHEREAS, the Corporation and Kathryn Albertson
entered into an agreement, dated December 31, 1979 (the "Old
Agreement"), pursuant to which Kathryn Albertson granted to
the Corporation, among other things, a right of first
refusal to the shares of common stock of the Corporation
("Common Stock") owned or thereafter acquired by her; and
WHEREAS, concurrently herewith, Kathryn Albertson
and the Partnership are entering into an agree-ment, dated
of even date herewith (the "Contribution Agreement"),
pursuant to which Kathryn Albertson is contributing to the
Partnership 20,840,446 shares of Common Stock owned by her;
and
WHEREAS, concurrently herewith, the Corporation
and the Partnership are entering into an agreement, dated of
even date herewith (the "New Agreement"), pursuant to which
the Partnership is granting to the Corporation, among other
things, a right of first refusal to the shares of Common
Stock of the Corporation contributed, presently or
hereafter, to the Partnership by Kathryn Albertson
(including any stock dividends and the like related to such
Common Stock); and
WHEREAS, the parties hereto desire to enter into
this Stockholders' Agreement in order to provide, among
other things, (i) that the transactions contemplat-ed by the
Contribution Agreement shall not cause any of the provisions
of Sections 3 or 4 of the Old Agreement to be activated and
(ii) for the coordination of the actions by Kathryn
Albertson and the Partnership
<PAGE>
AGREEMENT
NOW, THEREFORE, in consideration of the forego-ing
and the mutual covenants and obligations set forth in this
Stockholders' Agreement, the parties hereto agree as
follows:
1. Non-Application and Waiver. Each of Kathryn
Albertson and/or the Corporation waives, with respect to the
contribution of the shares of Common Stock to the
Partnership as contemplated by the Contribution Agreement,
each of their rights they have under Sections 3 and 4 of the
Old Agreement, and Sections 3 and 4 of the Old Agreement
shall have no application to the contribution of the Common
Stock contemplated by the Contribution Agreement.
2. Continuing Effect of Old Agreement. All terms
and provisions of the Old Agreement shall continue to apply
to (i) the shares of Common Stock now owned by Kathryn
Albertson and not contributed to the Partnership and (ii)
any shares of Common Stock hereafter acquired by Kathryn
Albertson.
3. Cooperation With Respect to Public Offerings.
If the provisions of Section 5 of the Old Agree-ment and of
the New Agreement are activated so that the shares of Common
Stock subject to the Old Agreement and New Agreement are to
be sold by the personal representa-tive of Kathryn Albertson
(the "Personal Representative") and by the Partnership,
respectively, upon the death of Kathryn Albertson, the
Personal Representative and the Partnership shall cooperate
in all respects with regard to the public offering of the
shares of Common Stock to be sold pursuant to the terms of
such Sections 5. In the event that the Personal
Representative and the Partner-ship shall not agree as to
the terms of the sale of the shares of Common Stock as
provided in such Sections 5, the terms of the sale of the
Common Stock shall be determined by the Personal
Representative.
4. Exercise of Options. In the event of the death
of Kathryn Albertson, the Corporation shall either (i)
exercise both of its options to purchase shares of Common
Stock pursuant to Section 4 of the New Agreement and Section
4 of the Old Agreement, respectively, or (ii) refrain from
exercising each such option to purchase shares of Common
Stock, but in no event shall the Corporation exercise one of
such options without exercising the other.
<PAGE>
5. Notices. All notices, offers, acceptances,
demands, requests and other communications contemplated in
this Stockholders' Agreement shall be in writing and shall
be deemed delivered either (a) by personal delivery to the
party to whom it is addressed or (b) upon the expiration of
three (3) days following the date of mailing (as shown by
the postmark on the envelope) through United States
Certified Mail, postage prepaid, return receipt requested,
addressed to the respective parties hereto at the following
addresses:
In the case of Kathryn Albertson:
Kathryn Albertson
Suite 100
380 E. Parkcenter Blvd.
Boise, Idaho 83706
In the case of the Partnership:
Alscott Limited Partnership #2
Suite 100
380 E. Parkcenter Blvd.
Boise, Idaho 83706
Attention: Thomas Wilford
In the case of the Corporation, a separate notice
addressed to each of:
Thomas R. Saldin Kaye L. O'Riordan
Executive Vice President, Corporate Secretary
Administration and and Senior Attorney
General Counsel Albertson's, Inc.
Albertson's, Inc. 250 E. Parkcenter Blvd.
250 E. Parkcenter Blvd. Boise, Idaho 83706
Boise, Idaho 83706
Kathryn Albertson or the Partnership may change her/its
address above stated by notice in writing to the
Corporation. The Corporation may change individual officers
or the address above stated by notice in writing to both
Kathryn Albertson and the Partnership.
All notices required to be given by the Corporation
to Kathryn Albertson under the Old Agreement or this
Stockholders' Agreement shall simultaneously be given to the
Partnership, and all notices required to be given by the
<PAGE>
Corporation to the Partnership under the New Agreement or
this Stockholders' Agreement shall simultaneously be given
to Kathryn Albertson, in each case pursuant to the
respective provisions of such agreements.
6. Succession.
6.1. It is agreed that no party to this
Stockholders' Agreement shall assign this Stockholders'
Agreement or its rights hereunder to any third party without
the express approval in writing of each other party hereto.
This Stockholders' Agreement shall be binding upon and
shall inure to the benefit of the parties hereto and their
respective successors and assigns (to the extent approved by
each other party hereto).
6.2. The provisions of this Stockholders'
Agreement to be performed following the death of Kathryn
Albertson shall be binding upon the personal representative
of the estate of Kathryn Albertson, then deceased, and her
heirs and devisees.
7. Enforcement - Attorneys Fees.
7.1. Each party hereto recognizes that her/its
obligations hereunder are unique and that the breach of any
obligation could not be adequately compensated by monetary
damages; therefore, each party directs that specific
performance of each such obligation shall be available to
the other party for any such breach.
7.2. In the event suit or action be instituted by
any party to enforce performance by another party of the
terms and provisions of this Stockholders' Agreement
incumbent upon the other party to be kept or performed, the
prevailing party in such suit or action shall be entitled to
recover a reasonable sum as attorneys fees and all courts
costs incurred on behalf of that party and that amount shall
be included in the judgment made and entered in that action.
8. Other Agreements.
This Stockholders' Agreement together with the New
Agreement shall supersede any prior oral understand-ing
between the parties with respect to the sale and purchase of
shares of Common Stock. Except to the extent specifically
<PAGE>
otherwise provided in this Stockholders' Agreement, the Old
Agreement shall remain in full force and effect.
9. Validity - Legality.
In the event that any provision of this
Stockholders' Agreement shall be held invalid or illegal or
unenforceable in whole or in part, the validity of any other
provision of this Stockholders' Agreement shall not in any
manner be affected thereby.
10. Governing Law.
The provisions of this Stockholders' Agreement and
the interpretation thereof shall be governed and construed
in accordance with the laws of the State of Idaho.
IN WITNESS WHEREOF, the parties hereto have
executed this Stockholders' Agreement as of the date and
year set forth first above.
ALBERTSON'S, INC.
Thomas R. Saldin
_______________________________
By: Thomas R. Saldin
Title: Executive Vice President,
Administration and General
Counsel
Kathryn Albertson
_______________________________
Kathryn Albertson
ALSCOTT LIMITED PARTNERSHIP #2
By: Alscott, Inc.
General Partner
Thomas Wilford
By: __________________________
Thomas Wilford
Treasurer and Secretary
(..continued)
<PAGE>
ALBERTSON'S, INC.
1995 STOCK OPTION PLAN FOR
NON-EMPLOYEE DIRECTORS
AGREEMENT
This agreement is made pursuant to the 1995 Stock Option Plan for
Non-Employee Directors ("Agreement") and is made between Albertson's,
Inc., a Delaware corporation ("Company") and Kathryn Albertson
("Optionee"), a non-employee member of the Board of Directors of the
Company.
1. The Company, pursuant to its 1995 Stock Option Plan for
Non-Employee Directors ("Plan"), a copy of which is attached hereto and
incorporated herein by reference, hereby confirms the grant to the
Optionee on May 30, 1995 of an option ("Option") to purchase 2,000 (Two
Thousand) shares of the Company's Common Stock ("Common Stock") at a
price of $27.875 per share (which is the last sale price of the Common
Stock on the New York Stock Exchange Composite Tape on the date on which
the Option is granted), subject to the terms and conditions of the Plan
including, but not limited to, the antidilution provisions of Section 3
thereof. The Option is a Nonqualified Stock Option as defined in the
Plan.
2. The Option will expire on May 29, 2005 and, subject to the
provisions of the Plan, is exercisable immediately, in whole or in part.
If the Optionee resigns or does not stand for election (prior to
retirement from the Board of Directors upon reaching age 70) or is
removed from his or her position as a Director or is not re-elected to
his or her position as a Director, any unexercised portion of the Option
shall terminate as of the date of his or her resignation or removal or
at the end of his or her term, as applicable. If the Optionee does not
stand for re-election due to retirement from the Board of Directors upon
reaching age 70 or dies while a Director, any unexercised portion of the
Option shall terminate on the earlier of (a) one year from the date of
the end of his or her term or death, as applicable, or (b) the date on
which the option expires by its terms.
3. The Option or any part thereof may only be exercised by
giving written notice of exercise to the Corporate Secretary of the
Company, specifying the number of shares to be purchased. This notice
shall be accompanied by payment of the aggregate purchase price for the
number of shares purchased. Such exercise, subject to Paragraph 5
hereof, shall be effective upon the actual receipt of such payment and
written notice by the Corporate Secretary of the Company. The aggregate
option price for all shares purchased pursuant to an exercise of the
Option shall be paid by cash, personal check, wire transfer, certified
or cashier's check, or delivery of stock certificates for Mature Stock
(as defined in the Plan) or other Common Stock which was not obtained
through the exercise of a stock option, endorsed in blank or accompanied
by executed stock powers with signatures guaranteed by a national bank
or trust company or a member of a national securities exchange. The
Optionee shall furnish with each notice of exercise of any portion of
the Option such documents as the Company in its discretion may deem
necessary to assure compliance with applicable regulations of any stock
exchange or governmental authority. The Optionee or Optionee's
successor (after the death of the Optionee) shall have no rights as a
stockholder with respect to any share(s) covered by the Option until the
Optionee or the Optionee's successor (after the death of the Optionee)
shall have become the holder of record of such share(s), and, except as
provided in Section 3 of the Plan, no adjustments shall be made for
dividends (ordinary or extraordinary, whether in cash, securities or
other property) or distributions or other rights in respect of such
<PAGE>
share(s) for which the record date is prior to the date on which the
Optionee or the Optionee's successor (after the death of the Optionee)
shall have become the holder of record thereof.
4. The Option confirmed hereby is nontransferable by the
Optionee except by will or by the laws of descent or distribution, and
as may otherwise be permitted by Rule 16b-3 promulgated under the
Securities Exchange Act of 1934, as amended ("Act"), and only by
execution and delivery to the Company of the documents prescribed by the
Non-Employee Directors' Deferred Compensation Committee of the Board of
Directors.
5. Upon demand by the Company, the Optionee agrees to provide
satisfactory evidence to the Company that the Optionee has paid any and
all taxes that may become applicable as a result of the exercise of the
Option.
6. If at any time the Board of Directors of the Company shall
determine, in its discretion, that the listing, registration or
qualification of the shares covered by this Agreement upon any
securities exchange or under any state of federal law, or the consent or
approval of any governmental regulatory authority, or evidence of the
investment intent of the Optionee or the Optionee's successor (after the
death of the Optionee) is necessary or desirable as a condition of the
exercise of the Option, the Option may not be exercised, in full or in
part, unless and until such listing, registration, qualification,
consent or approval or evidence shall have been effected or obtained
free of any conditions not legally acceptable to the Company.
7. This Agreement shall not be construed as giving the
Optionee any right to be retained as a Director of the Company.
8. The laws of the State of Delaware shall govern the
interpretation, validity and performance of the terms of this Agreement,
regardless of the law that might be applied under principles of
conflicts of law.
9. By execution of this Agreement, the Optionee acknowledges
receipt of a copy of this Agreement, the Plan and related documentation,
together constituting the Prospectus, and the Optionee has reviewed such
documents. The Optionee agrees to comply with all of the terms and
conditions of this Agreement and of the Plan.
<PAGE>
IN WITNESS WHEREOF, this Agreement has been executed this 30th day of
May 1995.
Albertson's, Inc.,
a Delaware corporation
Gary G. Michael J. B. Scott
By: ___________________________ _________________________
Chairman of the Board Optionee
Kaye L. O'Riordan
By: __________________________
Corporate Secretary
S E A L
3
optnkalb
<PAGE>
ALBERTSON'S, INC.
1995 STOCK OPTION PLAN FOR
NON-EMPLOYEE DIRECTORS
AGREEMENT
This agreement is made pursuant to the 1995 Stock Option Plan for
Non-Employee Directors ("Agreement") and is made between Albertson's,
Inc., a Delaware corporation ("Company") and J. B. Scott ("Optionee"), a
non-employee member of the Board of Directors of the Company.
1. The Company, pursuant to its 1995 Stock Option Plan for
Non-Employee Directors ("Plan"), a copy of which is attached hereto and
incorporated herein by reference, hereby confirms the grant to the
Optionee on May 30, 1995 of an option ("Option") to purchase 2,000 (Two
Thousand) shares of the Company's Common Stock ("Common Stock") at a
price of $27.875 per share (which is the last sale price of the Common
Stock on the New York Stock Exchange Composite Tape on the date on which
the Option is granted), subject to the terms and conditions of the Plan
including, but not limited to, the antidilution provisions of Section 3
thereof. The Option is a Nonqualified Stock Option as defined in the
Plan.
2. The Option will expire on May 29, 2005 and, subject to the
provisions of the Plan, is exercisable immediately, in whole or in part.
If the Optionee resigns or does not stand for election (prior to
retirement from the Board of Directors upon reaching age 70) or is
removed from his or her position as a Director or is not re-elected to
his or her position as a Director, any unexercised portion of the Option
shall terminate as of the date of his or her resignation or removal or
at the end of his or her term, as applicable. If the Optionee does not
stand for re-election due to retirement from the Board of Directors upon
reaching age 70 or dies while a Director, any unexercised portion of the
Option shall terminate on the earlier of (a) one year from the date of
the end of his or her term or death, as applicable, or (b) the date on
which the option expires by its terms.
3. The Option or any part thereof may only be exercised by
giving written notice of exercise to the Corporate Secretary of the
Company, specifying the number of shares to be purchased. This notice
shall be accompanied by payment of the aggregate purchase price for the
number of shares purchased. Such exercise, subject to Paragraph 5
hereof, shall be effective upon the actual receipt of such payment and
written notice by the Corporate Secretary of the Company. The aggregate
option price for all shares purchased pursuant to an exercise of the
Option shall be paid by cash, personal check, wire transfer, certified
or cashier's check, or delivery of stock certificates for Mature Stock
(as defined in the Plan) or other Common Stock which was not obtained
through the exercise of a stock option, endorsed in blank or accompanied
by executed stock powers with signatures guaranteed by a national bank
or trust company or a member of a national securities exchange. The
Optionee shall furnish with each notice of exercise of any portion of
the Option such documents as the Company in its discretion may deem
necessary to assure compliance with applicable regulations of any stock
exchange or governmental authority. The Optionee or Optionee's
successor (after the death of the Optionee) shall have no rights as a
stockholder with respect to any share(s) covered by the Option until the
Optionee or the Optionee's successor (after the death of the Optionee)
shall have become the holder of record of such share(s), and, except as
provided in Section 3 of the Plan, no adjustments shall be made for
dividends (ordinary or extraordinary, whether in cash, securities or
other property) or distributions or other rights in respect of such
<PAGE>
share(s) for which the record date is prior to the date on which the
Optionee or the Optionee's successor (after the death of the Optionee)
shall have become the holder of record thereof.
4. The Option confirmed hereby is nontransferable by the
Optionee except by will or by the laws of descent or distribution, and
as may otherwise be permitted by Rule 16b-3 promulgated under the
Securities Exchange Act of 1934, as amended ("Act"), and only by
execution and delivery to the Company of the documents prescribed by the
Non-Employee Directors' Deferred Compensation Committee of the Board of
Directors.
5. Upon demand by the Company, the Optionee agrees to provide
satisfactory evidence to the Company that the Optionee has paid any and
all taxes that may become applicable as a result of the exercise of the
Option.
6. If at any time the Board of Directors of the Company shall
determine, in its discretion, that the listing, registration or
qualification of the shares covered by this Agreement upon any
securities exchange or under any state of federal law, or the consent or
approval of any governmental regulatory authority, or evidence of the
investment intent of the Optionee or the Optionee's successor (after the
death of the Optionee) is necessary or desirable as a condition of the
exercise of the Option, the Option may not be exercised, in full or in
part, unless and until such listing, registration, qualification,
consent or approval or evidence shall have been effected or obtained
free of any conditions not legally acceptable to the Company.
7. This Agreement shall not be construed as giving the
Optionee any right to be retained as a Director of the Company.
8. The laws of the State of Delaware shall govern the
interpretation, validity and performance of the terms of this Agreement,
regardless of the law that might be applied under principles of
conflicts of law.
9. By execution of this Agreement, the Optionee acknowledges
receipt of a copy of this Agreement, the Plan and related documentation,
together constituting the Prospectus, and the Optionee has reviewed such
documents. The Optionee agrees to comply with all of the terms and
conditions of this Agreement and of the Plan.
<PAGE>
IN WITNESS WHEREOF, this Agreement has been executed this 30th day
of May 1995.
Albertson's, Inc.,
a Delaware corporation
Gary G. Michael J. B. Scott
By: ___________________________ _________________________
Chairman of the Board Optionee
Kaye L. O'Riordan
By: __________________________
Corporate Secretary
S E A L
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