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Filed pursuant to Rule 424(b)2
Registration Number 33-46436
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED APRIL 30, 1992
$200,000,000
(LOGO) ALBERTSON'S, INC.
6 3/8% NOTES DUE JUNE 1, 2000
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Interest on the Notes is payable on June 1 and December 1 of each year,
commencing December 1, 1995. The Notes will not be redeemable prior to maturity.
See "Description of Notes".
The Notes will be represented by one or more Global Notes registered in the
name of a nominee of The Depository Trust Company, as Depositary. Beneficial
interests in the Global Notes will be shown on, and transfers thereof will be
effected only through, records maintained by the Depositary and its
participants. Except as described under "Description of Notes--Book-Entry
System" herein and under "Description of Debt Securities--Book-Entry System" in
the accompanying Prospectus, owners of beneficial interests in the Global Notes
will not be entitled to receive Notes in definitive form and will not be
considered the holders thereof. Settlement for the Notes will be made in
immediately available funds. The Notes will trade in the Depositary's Same-Day
Funds Settlement System until maturity, and secondary market trading activity in
the Notes will therefore settle in immediately available funds. See "Description
of Notes--Same-Day Settlement".
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT
OR THE PROSPECTUS TO WHICH IT RELATES.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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<TABLE>
<CAPTION>
INITIAL PUBLIC UNDERWRITING PROCEEDS TO
OFFERING PRICE(1) DISCOUNT(2) COMPANY(1)(3)
----------------- -----------
<S> <C> <C> <C>
Per Note................................... 100% .575% 99.425%
Total...................................... $200,000,000 $1,150,000 $198,850,000
</TABLE>
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(1) Plus accrued interest from June 1, 1995.
(2) The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933.
(3) Before deducting estimated expenses of $150,000 payable by the Company.
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The Notes offered hereby are offered severally by the Underwriters, as
specified herein, subject to receipt and acceptance by them and subject to their
right to reject any order in whole or in part. It is expected that the Notes
will be ready for delivery through the facilities of The Depository Trust
Company in New York, New York, on or about June 8, 1995 against payment therefor
in immediately available funds.
GOLDMAN, SACHS & CO.
J.P. MORGAN SECURITIES INC.
MORGAN STANLEY & CO.
INCORPORATED
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The date of this Prospectus Supplement is June 1, 1995.
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IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE NOTES OFFERED
HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET.
SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
RECENT DEVELOPMENTS
On May 25, 1995, the Company announced its first quarter results. Sales
were $3.1 billion for the 13 weeks ended May 4, 1995, an increase of 6% over the
same quarter in the previous year. Identical store sales increased 0.5%, and
comparable store sales (which include replacement stores) increased 0.7%.
Operating profit increased 11.3% compared to the first quarter of 1994. Net
earnings were $99.3 million compared to $68.2 million in the previous year, an
increase of 45.7%. Excluding the cumulative effect of an accounting change
recognized in the first quarter last year, net earnings increased 16.6%.
Earnings per share increased 44.4% to $.39 per share from $.27 per share last
year. Excluding the effect of the accounting change, earnings per share
increased 14.7%.
During the quarter, two stores were opened, two stores were closed and
seven store remodels were completed. On May 4, 1995, the Company operated 33.8
million square feet of retail space, 93% of which has been opened or remodeled
in the past ten years. The Company services all of its retail stores from 11
Company-owned distribution centers, encompassing over six million square feet.
The Company is the fourth largest retail food-drug chain in the United
States. As of the date hereof, the Company operates 721 stores in 19 Western,
Midwestern and Southern states and employs approximately 76,000 people.
USE OF PROCEEDS
The Company expects to use the net proceeds from the sale of the Notes
offered hereby (estimated to be $198,700,000) to repay commercial paper
borrowings bearing interest at rates ranging from 6.02% to 6.11%. To the extent
the Company does not use the net proceeds to repay such borrowings, such
proceeds will be used for working capital and general corporate purposes.
RATIO OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
FISCAL YEAR ENDED(1) 13 WEEKS ENDED
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1/31/91 1/30/92 1/28/93 2/03/94 2/02/95 5/05/94 5/04/95
-------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Ratio of Earnings to Fixed
Charges (unaudited)(2)....... 6.46X 7.26X 6.19X 6.96X 7.45X 6.25X 7.38X
</TABLE>
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(1) Fiscal years consist of 52 weeks except for fiscal year ended February 3,
1994 which consisted of 53 weeks.
(2) For the purpose of calculating the ratio of earnings to fixed charges, (a)
earnings have been calculated by adding fixed charges (excluding capitalized
interest) to earnings from operations before taxes and cumulative effects of
accounting changes, and (b) fixed charges consist of gross interest costs,
whether expensed or capitalized, amortization of debt discount and expense
and that portion of rental expense that represents interest.
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DESCRIPTION OF NOTES
The following description of the particular terms of the Notes offered
hereby (referred to in the Prospectus as the "Offered Securities") supplements,
and to the extent inconsistent therewith replaces, the description of the
general terms and provisions of the Debt Securities set forth in the
accompanying Prospectus, to which description reference is hereby made.
Capitalized terms not otherwise defined herein shall have the meanings given to
them in the accompanying Prospectus. Section and Article references used herein
are references to the Indenture.
GENERAL
The Notes will be issued under an Indenture dated as of May 1, 1992 (the
"Indenture"), between the Company and First Trust of New York, National
Association, as Trustee ("First Trust New York"). In 1994, the corporate trust
business of Morgan Guaranty Trust Company of New York, the original trustee
under the Indenture, was transferred to First Trust New York. An affiliate of
the Trustee currently provides certain banking and financial services to the
Company in the ordinary course of business and may provide other such services
in the future. The Notes will be limited to $200,000,000 aggregate principal
amount and will mature on June 1, 2000. The Notes will bear interest at the rate
per annum set forth on the cover page of this Prospectus Supplement from June 1,
1995, or from the most recent Interest Payment Date to which interest has been
paid or provided for, payable semiannually on June 1 and December 1 of each
year, commencing December 1, 1995, to the persons in whose names the Notes (or
any predecessor Notes) are registered at the close of business on the May 15 or
November 15, as the case may be, next preceding such Interest Payment Date.
The Notes will be senior unsecured general obligations of the Company that
will rank on a parity with all other senior unsecured indebtedness of the
Company from time to time outstanding.
The defeasance and covenant defeasance provisions of the Indenture
described under the caption "Description of Debt Securities--Defeasance and
Covenant Defeasance" in the accompanying Prospectus will apply to the Notes.
The covenant provisions of the Indenture described under the caption
"Description of Debt Securities--Certain Covenants of the Company" in the
accompanying Prospectus will apply to the Notes.
The Notes will not be redeemable prior to maturity and do not provide for
any sinking fund.
BOOK-ENTRY SYSTEM
The Notes will be represented by one or more Global Notes (collectively,
the "Global Note") registered in the name of The Depository Trust Company, as
Depositary. The provisions set forth under "Description of Debt
Securities--Book-Entry System" in the accompanying Prospectus will be applicable
to the Notes. Accordingly, beneficial interests in the Notes will be shown on,
and transfers thereof will be effected only through, records maintained by the
Depositary and its participants. Except as described under "Description of Debt
Securities--Book-Entry System" in the accompanying Prospectus, owners of
beneficial interests in the Global Note will not be entitled to receive Notes in
definitive form and will not be considered holders of Notes.
The Depositary has advised the Company and the Underwriters as follows: The
Depositary is a limited-purpose trust company organized under the laws of the
State of New York, a member of the Federal Reserve System, a "clearing
corporation" within the meaning of the New York Uniform Commercial Code and a
"clearing agency" registered under the Exchange Act. The Depositary was created
to hold securities of its participants and to facilitate the clearance and
settlement of securities transactions among its participants in such securities
through electronic book-entry changes in accounts of the participants, thereby
eliminating the need for physical movement of securities certificates. The
Depositary's participants include securities brokers and dealers (includ-
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ing the Underwriters), banks, trust companies, clearing corporations and certain
other organizations, some of whom (and/or their representatives) own the
Depositary. Access to the Depositary's book-entry system is also available to
others such as banks, brokers, dealers and trust companies that clear through or
maintain a custodial relationship with a participant, either directly or
indirectly. The Depositary agrees with and represents to its participants that
it will administer its book-entry system in accordance with its rules and
by-laws and requirements of law.
Principal and interest payments on the Notes registered in the name of the
Depositary's nominee will be made in immediately available funds to the
Depositary's nominee as the registered owner of the Global Note. Under the terms
of the Indenture, the Company and the Trustee will treat the persons in whose
names the Notes are registered as the owners of such Notes for the purpose of
receiving payment of principal and interest on such Notes and for all other
purposes whatsoever. Therefore, neither the Company, the Trustee nor any paying
agent has any direct responsibility or liability for the payment of principal or
interest on the Notes to owners of beneficial interests in the Global Note. The
Depositary has advised the Company and the Trustee that its current practice is,
upon receipt of any payment of principal or interest, to immediately credit the
accounts of the participants with such payment in amounts proportionate to their
respective holdings in principal amount of beneficial interests in the Global
Note as shown in the records of the Depositary. The Depositary's current
practice is to credit such accounts, as to interest, in next-day funds and, as
to principal, in same-day funds. Payments by participants and indirect
participants to owners of beneficial interests in the Global Note will be
governed by standing instructions and customary practices, as is now the case
with securities held for the accounts of customers in bearer form or registered
in "street name," and will be the responsibility of the participants or indirect
participants.
SAME-DAY SETTLEMENT
Settlement for the Notes will be made by the Underwriters in immediately
available funds.
Secondary trading in long-term notes and debentures of corporate issuers is
generally settled in clearing-house or next-day funds. In contrast, the Notes
will trade in the Depositary's Same-Day Funds Settlement System until maturity,
and secondary market trading activity in the Notes will therefore be required by
the Depositary to settle in immediately available funds. No assurance can be
given as to the effect, if any, of settlement in immediately available funds on
trading activity in the Notes.
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UNDERWRITING
Subject to the terms and conditions set forth in the Underwriting
Agreement, the Company has agreed to sell to each of the Underwriters named
below, and each of such Underwriters has severally agreed to purchase from the
Company, the principal amount of Notes set forth opposite its name below:
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT
UNDERWRITER OF NOTES
- ----------------------------------------------------------------------------- -------------
<S> <C>
Goldman, Sachs & Co. ........................................................ $ 66,700,000
J.P. Morgan Securities Inc. ................................................. 66,650,000
Morgan Stanley & Co. Incorporated............................................ 66,650,000
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Total.............................................................. $ 200,000,000
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</TABLE>
Under the terms and conditions of the Underwriting Agreement, the
Underwriters are committed to take and pay for all of the Notes, if any are
taken.
The Underwriters propose to offer the Notes in part directly to retail
purchasers at the initial public offering price set forth on the cover page of
this Prospectus Supplement and in part to certain securities dealers at such
price less a concession of 0.35% of the principal amount of the Notes. The
Underwriters may allow, and such dealers may reallow, a concession not to exceed
0.25% of the principal amount of the Notes to certain brokers and dealers. After
the Notes are released for sale to the public, the offering price and other
selling terms may from time to time be varied by the Underwriters.
The Notes are a new issue of securities with no established trading market.
The Company has been advised by the Underwriters that the Underwriters intend to
make a market in the Notes but are not obligated to do so and may discontinue
market making at any time without notice. No assurance can be given as to the
liquidity of the trading market for the Notes.
Certain of the Underwriters and their affiliates from time to time perform
various commercial banking and investment banking services for the Company, for
which customary compensation has been received. In this regard, Morgan Guaranty
Trust Company of New York, an affiliate of J.P. Morgan Securities Inc., is
currently serving as lead co-agent bank for the Company's $400 million revolving
credit facility and as issuing and paying agent for the Company's commercial
paper program.
The Company has agreed to indemnify the several Underwriters against
certain liabilities, including liabilities under the Securities Act of 1933.
EXPERTS
The consolidated financial statements of the Company incorporated by
reference in its Annual Report on Form 10-K for the year ended February 2, 1995
which is incorporated by reference herein, have been audited by Deloitte &
Touche LLP, independent auditors, as stated in their report with respect
thereto, which is incorporated by reference herein in reliance upon such report
given upon their authority as experts in accounting and auditing.
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NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS SUPPLEMENT OR THE
PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS PROSPECTUS SUPPLEMENT AND THE
PROSPECTUS DO NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO
BUY ANY SECURITIES OTHER THAN THE SECURITIES DESCRIBED IN THIS PROSPECTUS
SUPPLEMENT OR AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SUCH
SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL.
NEITHER THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS NOR ANY
SALE MADE HEREUNDER OR THEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY
IMPLICATION THAT THE INFORMATION CONTAINED HEREIN OR THEREIN IS CORRECT AS OF
ANY TIME SUBSEQUENT TO THE DATE OF SUCH INFORMATION.
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TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
<TABLE>
<CAPTION>
PAGE
<S> <C>
Recent Developments.................... S-2
Use of Proceeds........................ S-2
Ratio of Earnings to Fixed Charges..... S-2
Description of Notes................... S-3
Underwriting........................... S-5
Experts................................ S-5
PROSPECTUS
Available Information.................. 2
Incorporation of Certain Documents by
Reference............................ 2
The Company............................ 3
Use of Proceeds........................ 6
Selected Consolidated Financial
Information.......................... 7
Description of Debt Securities......... 8
Plan of Distribution................... 18
Legal Matters.......................... 19
Experts................................ 19
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</TABLE>
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$200,000,000
ALBERTSON'S, INC.
6 3/8% NOTES DUE JUNE 1, 2000
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(LOGO)
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GOLDMAN, SACHS & CO.
J.P. MORGAN SECURITIES INC.
MORGAN STANLEY & CO.
INCORPORATED
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