<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION ON JUNE 2, 1995
Registration No. 33-________________
________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
_______________________
ALBERTSON'S, INC.
(Exact name of issuer as specified in its charter)
Delaware 82-0184434
(State of Incorporation) (I.R.S. Employer
Identification No.)
250 Parkcenter Boulevard
Boise, Idaho 83726
(Address including zip code of principal executive offices)
ALBERTSON'S, INC. 1995 STOCK-BASED INCENTIVE PLAN AND
ALBERTSON'S, INC. 1995 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
(Full title of the Plans)
THOMAS R. SALDIN, Executive Vice President, Administration and General Counsel
c/o Albertson's, Inc., 250 Parkcenter Boulevard, Boise, Idaho 83726
Name and Address of Agent for Service)
(208)385-6200
(Telephone Number, including
Area Code, of Agent for Service)
<PAGE>
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Proposed Proposed
Maximum Maximum
Title of Offering Aggregate Amount of
Securities Being Amount Being Price Per Offering Registration
Registered Registered (1) Share Price Fee
_________________ ______________ _________ _________ ____________
<S> <C> <C> <C> <C>
Common Stock, par
value $1.00 per
share (2) (3) 22,000 $27.875 $613,250 $211
Common Stock, par
value $1.00 per
share (4) (5) 10,000,000 $28.125 $281,250,000 $96,983
Common Stock, par
value $1.00 per
share (5) (6) 378,000 $28.125 $10,631,250 $3,666
</TABLE>
(1) This Registration Statement also covers such additional number of
shares of Common Stock as may be issuable by reason of the operation of
the anti-dilution provisions of the Plans.
(2) Issuable pursuant to currently outstanding stock options under the
Albertson's, Inc. 1995 Stock Option Plan for Non-Employee Directors.
(3) Proposed offering prices are calculated in accordance with Rule 457(h)
under the Securities Act of 1933, as amended.
(4) Issuable pursuant to stock options and other stock-based incentives to be
granted under the Albertson's, Inc. 1995 Stock-Based Incentive Plan.
(5) Proposed offering prices are calculated in accordance with Rule 457(c)
and (h) under the Securities Act of 1933, as amended, based on the
average of the high and low prices, $28.375 and $27.875, respectively,
reported for the Common Stock on the New York Stock Exchange for May 30,
1995.
(6) Issuable pursuant to stock options to be granted under the Albertson's,
Inc. 1995 Stock Option Plan for Non-Employee Directors.
<PAGE>
REGISTRATION STATEMENT
ON
FORM S-8
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Incorporated by reference in this Registration Statement are the following
documents filed with the Securities and Exchange Commission (the
"Commission"):
(a) The Annual Report on Form 10-K for the fiscal year ended
February 2, 1995 of Albertson's, Inc. (the "Company");
(b) The description of the Company's Common Stock contained its
Registration Statement on Form 8-A, dated January 29, 1976,
as amended by Amendment to Application or Report on Form 8
dated February 12, 1976 and the description of Common Stock
purchase rights contained in its Registration Statement on
Form 8-A, dated March 3, 1987.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of
filing of such documents. Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The legality of the Common Stock covered by this Registration Statement
has been passed on for the Company by Thomas R. Saldin, Executive Vice
President, Administration and General Counsel for the Company. Mr. Saldin
owns an aggregate of 31,600 shares of Common Stock and has an option under the
1986 Nonqualified Stock Option Plan to purchase 10,000 shares of Common Stock
for $16.5625 per share (the fair market value on the date of grant), a fifth
of which becomes exercisable on December 3, 1995 (and a fifth each
December 3rd thereafter for four years); an option under the 1986 Nonqualified
Stock Option Plan to purchase 20,000 shares of Common Stock for $24.3125 per
share (the fair market value on the date of grant), a fifth of which becomes
exercisable on November 30, 1997 (and a fifth each November 30th thereafter
for four years); and an option under the 1986 Nonqualified Stock Option Plan
to purchase 15,000 shares for $25.125 per share (the fair market value on the
date of the grant), a fifth of which becomes exercisable on November 29, 1998
(and a fifth each November 29th thereafter for four years). Mr. Saldin is
eligible to participate in the Stock-Based Incentive Plan.
Item 6. Indemnification of Directors and Officers.
The Company's By-Laws provide that each person who was or is made a
party to, or is involved in, any action, suit or proceeding by reason of the
<PAGE>
fact that he or she was a director or officer of the Company (or was serving
at the request of the Company as a director, officer, employee or agent for
another entity) will be indemnified and held harmless by the Company, to the
fullest extent authorized by the Delaware General Corporation Law.
Under Section 145 of the Delaware General Corporation Law, a corporation
may indemnify a director, officer, employee or agent of the corporation
against expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by him or her if he or she
acted in good faith and in a manner he or she reasonably believed to be in, or
not opposed to the best interests of, the corporation and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful. In the case of an action brought by or in the right of
a corporation, the corporation may indemnify a director, officer, employee or
agent of the corporation against expenses (including attorneys' fees) actually
and reasonably incurred by him or her if he or she acted in good faith and in
a manner he or she reasonably believed to be in the best interests of the
corporation, except that no indemnification shall be made in respect to any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless a court finds that, in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses as the court shall deem proper.
The Company's Restated Certificate of Incorporation provides that, to
the fullest extent permitted by the Delaware General Corporation Law as the
same exists or may hereafter be amended, a director of the Registrant shall
not be liable to the Registrant or its stockholders for monetary damages for
breach of fiduciary duty as a director. The Delaware General Corporation law
permits Delaware corporations to include in their certificates of
incorporation a provision eliminating or limiting director liability for
monetary damages arising from breaches of fiduciary duty. The only
limitations imposed under the statute are that the provision may not eliminate
or limit a director's liability (i) for breaches of the director's duty of
loyalty to the corporation or its stockholders, (ii) for acts or omissions not
in good faith or involving intentional misconduct or known violations of law,
(iii) for the payment of unlawful dividends or unlawful stock purchases or
redemptions or (iv) for transactions in which the director received an
improper personal benefit.
The Company is insured against liabilities that it may incur by reason
of its indemnification of officers and directors in accordance with its By-
Laws. In addition, directors and officers are insured, at the Company's
expense, against certain liabilities which might arise out of their employment
and not subject to indemnification under the By-Laws.
The foregoing summaries are necessarily subject to the complete text of
the statute, Restated Certificate of Incorporation, By-Laws and agreements
referred to above and are qualified in their entirety by reference thereto.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit No. Description
4.1 Restated Certificate of Incorporation of the Company.
Incorporated by reference to Exhibit 3.1 of the Company's
Quarterly Report on Form 10-Q for the quarter ended May 2, 1991.
<PAGE>
4.2 By-Laws of the Company. Incorporated by reference to Exhibit
3.2 to the Company's Annual Report on Form 10-K for the year
ended February 3, 1994.
4.3 Form of Specimen of Stock Certificate of the Company.
Incorporated by reference to Exhibit 4 to the Company's
Registration Statement on Form S-3 (No. 2-79824) dated
October 21, 1982.
4.4 Stockholder Rights Plan Agreement, dated as of March 2,1987.
Incorporated by reference to Exhibit 2.1 of the Company's
Registration Statement on Form 8-A filed with the Commission on
March 3, 1987.
4.4.1 First Amendment to Stockholder Rights Plan Agreement dated
August 31, 1987. Incorporated by reference to Exhibit 4.1.1 of
the Company's Quarterly Report on Form 10-Q for the quarter
ended October 29, 1987.
4.4.2 Second Amendment to Stockholder Rights Plan Agreement dated
November 28, 1988. Incorporated by reference to Exhibit 4.1.2
of the Company's Quarterly Report on Form 10-Q for the quarter
ended October 27, 1988.
4.4.3 Third Amendment to Stockholder Rights Plan Agreement dated
September 6, 1989. Incorporated by reference to Exhibit 4.1.3
of the Company's Quarterly Report on Form 10-Q for the quarter
ended August 3, 1989.
4.4.4 Fourth Amendment to Stockholder Rights Plan Agreement dated
September 6, 1994. Incorporated by reference to Exhibit 4.1.4
of the Company's Quarterly Report on Form 10-Q for the quarter
ended August 4, 1994.
4.5 Form of Right Certificate. Incorporated by reference to
Exhibit 1 of the Company's Registration Statement on Form 8-A
filed with the Commission on March 3, 1987.
5.1 Opinion of Thomas R. Saldin.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Thomas R. Saldin (included in the opinion filed as
Exhibit 5.1).
24.1 Power of Attorney of Gary G. Michael.
24.2 Power of Attorney of Kathryn Albertson.
24.3 Power of Attorney of A. Gary Ames.
24.4 Power of Attorney of Cecil D. Andrus.
24.5 Power of Attorney of Paul I. Corddry.
24.6 Power of Attorney of John B. Fery.
24.7 Power of Attorney of Clark A. Johnson.
24.8 Power of Attorney of Charles D. Lein.
24.9 Power of Attorney of Beatriz Rivera.
24.10 Power of Attorney of J. B. Scott.
24.11 Power of Attorney of Will M. Storey.
24.12 Power of Attorney of Steven D. Symms.
<PAGE>
Item 9. Undertakings.
1. The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933 (the "Act");
(ii) to reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement
(or the most recent post-effective amendment hereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in this Registration Statement;
(iii) to include any material information with respect to
the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information
in this Registration Statement;
provided, however, that the undertakings set forth in paragraphs (i) and
(ii) above shall not apply if the information required to be included in
a post-effective amendment by those paragraphs is contained in periodic
reports filed by the registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange of 1934 (the "Exchange Act") that are
incorporated by reference in this Registration Statement.
(b) That, for the purpose of determining any liability under the
Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(c) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
2. The undersigned registrant hereby undertakes that, for the purposes
of determining any liability under the Act, each filing of the registrant's
Annual Report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
(and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
3. Insofar as indemnification of liabilities arising under the Act may
be permitted to directors, officers and controlling persons of the registrant
pursuant to the provisions described under Item 15 above, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by its is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Boise, State of Idaho, on this 31st
day of May, 1995.
ALBERTSON'S, INC.
BY: A. Craig Olson
A. Craig Olson
Senior Vice President,
Finance and Chief Financial
Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
* Chairman of the Board, Chief May 31, 1995
Gary G. Michael Executive Officer and Director
(Principal Executive Officer)
--- Director -----
John B. Carley
--- Director -----
Warren E. McCain
A. Craig Olson Senior Vice President, Finance May 31, 1995
A. Craig Olson and Chief Financial Officer
(Principal Financial Officer)
Richard J. Navarro Vice President and Controller May 31, 1995
Richard J. Navarro (Principal Accounting Officer)
* Director May 31, 1995
Kathryn Albertson
* Director May 31, 1995
A. Gary Ames
* Director May 31, 1995
Cecil D. Andrus
* Director May 31, 1995
Paul I. Corddry
<PAGE>
* Director May 31, 1995
John B. Fery
* Director May 31, 1995
Clark A. Johnson
* Director May 31, 1995
Charles D. Lein
* Director May 31, 1995
Beatriz Rivera
* Director May 31, 1995
J. B. Scott
* Director May 31, 1995
Will M. Storey
* Director May 31, 1995
Steven D. Symms
* By: A. Craig Olson
A. Craig Olson
Attorney-in-Fact
May 31, 1995
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Page
4.1 Restated Certificate of Incorporation of
the Company. Incorporated by reference to
Exhibit 3.1 of the Company's Quarterly Report
on Form 10-Q for the quarter ended May 2,
1991.
4.2 By-Laws of the Company. Incorporated by
reference to Exhibit 3.2 to the Company's
Annual Report on Form 10-K for the year ended
February 3, 1994.
4.3 Form of Specimen of Stock Certificate of the
Company. Incorporated by reference to Exhibit
4 to the Company's Registration Statement on
Form S-3 (No. 2-79824) dated October 21, 1982.
4.4 Stockholder Rights Plan Agreement, dated as of
March 2, 1987. Incorporated by reference to
Exhibit 2.1 of the Company's Registration
Statement on Form 8-A filed with the Commission
on March 3, 1987.
4.4.1 First Amendment to Stockholder Rights Plan
Agreement dated August 31, 1987. Incorporated
by reference to Exhibit 4.1.1 of the Company's
Quarterly Report on Form 10-Q for the quarter
ended October 29, 1987.
4.4.2 Second Amendment to Stockholder Rights Plan
Agreement dated November 28, 1988. Incorporated
by reference to Exhibit 4.1.2 of the Company's
Quarterly Report on Form 10-Q for the quarter ended
October 27, 1988.
4.4.3 Third Amendment to Stockholder Rights Plan
Agreement dated September 6, 1989. Incorporated
by reference to Exhibit 4.1.3 of the Company's
Quarterly Report on Form 10-Q for the quarter
ended August 3, 1989.
4.4.4 Fourth Amendment to Stockholder Rights Plan
Agreement dated September 6, 1994. Incorporated
by reference to Exhibit 4.1.4 of the Company's
Quarterly Report on Form 10-Q for the quarter
ended August 4, 1994.
4.5 Form of Right Certificate. Incorporated by
reference to Exhibit 1 of the Company's
Registration Statement on Form 8-A filed with the
Commission on March 3, 1987.
5.1 Opinion of Thomas R. Saldin. 11
23.1 Consent of Deloitte & Touche LLP. 13
23.2 Consent of Thomas R. Saldin (included in the
opinion filed as Exhibit 5.1).
24.1 Power of Attorney of Gary G. Michael. 14
<PAGE>
EXHIBIT INDEX (Continued)
Exhibit No. Description Page
24.2 Power of Attorney of Kathryn Albertson. 15
24.3 Power of Attorney of A. Gary Ames. 16
24.4 Power of Attorney of Cecil D. Andrus. 17
24.5 Power of Attorney of Paul I. Corddry. 18
24.6 Power of Attorney of John B. Fery. 19
24.7 Power of Attorney of Clark A. Johnson. 20
24.8 Power of Attorney of Charles D. Lein. 21
24.9 Power of Attorney of Beatriz Rivera. 22
24.10 Power of Attorney of J. B. Scott. 23
24.11 Power of Attorney of Will M. Storey. 24
24.12 Power of Attorney of Steven D. Symms. 25
Page 11 of 25
S-8STRIP.DOC
Page 1 of 25
Exhibit Index on Page 10
Page 10 of 25
<PAGE>
Exhibit 5.1
May 31, 1995
Albertson's, Inc.
250 Parkcenter Blvd.
Boise, Idaho 83726
Re: Albertson's, Inc.
Registration Statement on Form S-8
Ladies and Gentlemen:
I am Executive Vice President, Administration and General Counsel
of Albertson's, Inc., a Delaware corporation (the "Company"). I have
assisted in the preparation of the Registration Statement on Form S-8
(the "Registration Statement") that the Company intends to file with the
Securities and Exchange Commission (the "Commission") in connection with
the registration under the Securities Act of 1933, as amended (the
"Securities Act"), of 10,000,000 shares (the "Shares") of common stock,
par value $1.00 per share ("Common Stock"), of Albertson's, Inc. to be
issued by the Company under the Albertson's, Inc. 1995 Stock-Based
Incentive Plan and 400,000 shares (collectively with the 10,000,000
shares described above, the "Shares") of Common Stock to be issued by
the Company under the Albertson's, Inc. 1995 Stock Option Plan for Non-
Employee Directors (collectively, the "Plans").
In connection with this opinion, I have examined and am familiar
with originals or copies, certified or otherwise identified to my
satisfaction, of (i) the Plans, (ii) the Restated Certificate of
Incorporation of the Company and the By-Laws of the Company,
(iii) copies of certain resolutions of the Board of Directors of the
Company relating to, among other things, the Shares and the Plans,
(iv) the form of specimen certificate representing the Common Stock and
(v) such other documents, certificates and records as I have considered
necessary or appropriate for purposes of this opinion. In my
examination, I have assumed the legal capacity of all natural persons,
the genuineness of all signatures, the authenticity of all documents
submitted to me as originals, the conformity to original documents of
all documents submitted to me as certified or photostatic copies and the
authenticity of the originals of such copies. As to any facts material
to the opinion expressed herein, I have relied upon oral or written
statements and representations of officers and other representatives of
the Company and others.
<PAGE>
I am admitted to the Bar in the State of Idaho and do not express
any opinion as to the laws of any other jurisdiction, except the laws of
the State of Delaware, the state of incorporation of the Company, and
the laws of the United States of America.
Based upon and subject to the foregoing, and assuming (i) the valid
issuance of options and other stock-based incentives pursuant to the
Plans and (ii) the conformity of the certificates representing the
Shares to the form of the specimen thereof examined by me and the due
execution and delivery of such certificates, I am of the opinion that
the Shares, when issued upon exercise of options or other stock-based
incentives in accordance with the terms of the Plans, will be validly
issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion with the Commission
as Exhibit 5.1 to the Registration Statement. In giving this consent, I
do not thereby admit that I am included in the category of persons whose
consent is required under Section 7 of the Securities Act or the rules
and regulations of the Commission.
Very truly yours,
ALBERTSON'S, INC.
Thomas R. Saldin
Thomas R. Saldin
Executive Vice President,
Administration and General
Counsel
TRS:KOR/kk
REGS-8.DOC
<PAGE>
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this
Registration Statement of Albertson's, Inc. on Form S-8 of
our report dated March 22, 1995, incorporated by reference
in the Annual Report on Form 10-K of Albertson's, Inc. for
the year ended February 2, 1995.
DELOITTE & TOUCHE LLP
Deloitte & Touche LLP
Boise, Idaho
May 31, 1995
<PAGE>
Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints Gary G. Michael, Thomas R. Saldin and A. Craig Olson, each with
full power to act without the others as his true and lawful attorneys-in-fact
and agents with full power of substitution and resubstitution for him and in
his name, place and stead, in any and all capacities, to sign a Registration
Statement on Form S-8 of Albertson's, Inc. as Registrant, to register the
stock to be issued in connection with the 1995 Stock-Based Incentive Plan and
the 1995 Stock Option Plan for Non-Employee Directors and to be filed under
the Securities Act of 1933, as amended, and any and all amendments thereto and
all instruments necessary or advisable in connection therewith and to file the
same with the Securities and Exchange Commission and such other state and
federal government commissions and agencies as may be necessary, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority
to do and perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their or his substitute or substitutes,
lawfully do or cause to be done by virtue hereof.
May 19, 1995 GARY G. MICHAEL
Gary G. Michael
<PAGE>
Exhibit 24.2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints Gary G. Michael, Thomas R. Saldin and A. Craig Olson, each with
full power to act without the others as her true and lawful attorneys-in-fact
and agents with full power of substitution and resubstitution for her and in
her name, place and stead, in any and all capacities, to sign a Registration
Statement on Form S-8 of Albertson's, Inc. as Registrant, to register the
stock to be issued in connection with the 1995 Stock-Based Incentive Plan and
the 1995 Stock Option Plan for Non-Employee Directors and to be filed under
the Securities Act of 1933, as amended, and any and all amendments thereto and
all instruments necessary or advisable in connection therewith and to file the
same with the Securities and Exchange Commission and such other state and
federal government commissions and agencies as may be necessary, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority
to do and perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and purposes as she
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their or her substitute or substitutes,
lawfully do or cause to be done by virtue hereof.
May 22, 1995 KATHRYN ALBERTSON
Kathryn Albertson
<PAGE>
Exhibit 24.3
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints Gary G. Michael, Thomas R. Saldin and A. Craig Olson, each with
full power to act without the others as his true and lawful attorneys-in-fact
and agents with full power of substitution and resubstitution for him and in
his name, place and stead, in any and all capacities, to sign a Registration
Statement on Form S-8 of Albertson's, Inc. as Registrant, to register the
stock to be issued in connection with the 1995 Stock-Based Incentive Plan and
the 1995 Stock Option Plan for Non-Employee Directors and to be filed under
the Securities Act of 1933, as amended, and any and all amendments thereto and
all instruments necessary or advisable in connection therewith and to file the
same with the Securities and Exchange Commission and such other state and
federal government commissions and agencies as may be necessary, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority
to do and perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their or his substitute or substitutes,
lawfully do or cause to be done by virtue hereof.
May 22, 1995 A. GARY AMES
A. Gary Ames
<PAGE>
Exhibit 24.4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints Gary G. Michael, Thomas R. Saldin and A. Craig Olson, each with
full power to act without the others as his true and lawful attorneys-in-fact
and agents with full power of substitution and resubstitution for him and in
his name, place and stead, in any and all capacities, to sign a Registration
Statement on Form S-8 of Albertson's, Inc. as Registrant, to register the
stock to be issued in connection with the 1995 Stock-Based Incentive Plan and
the 1995 Stock Option Plan for Non-Employee Directors and to be filed under
the Securities Act of 1933, as amended, and any and all amendments thereto and
all instruments necessary or advisable in connection therewith and to file the
same with the Securities and Exchange Commission and such other state and
federal government commissions and agencies as may be necessary, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority
to do and perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their or his substitute or substitutes,
lawfully do or cause to be done by virtue hereof.
May 22, 1995 CECIL D. ANDRUS
Cecil D. Andrus
<PAGE>
Exhibit 24.5
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints Gary G. Michael, Thomas R. Saldin and A. Craig Olson, each with
full power to act without the others as his true and lawful attorneys-in-fact
and agents with full power of substitution and resubstitution for him and in
his name, place and stead, in any and all capacities, to sign a Registration
Statement on Form S-8 of Albertson's, Inc. as Registrant, to register the
stock to be issued in connection with the 1995 Stock-Based Incentive Plan and
the 1995 Stock Option Plan for Non-Employee Directors and to be filed under
the Securities Act of 1933, as amended, and any and all amendments thereto and
all instruments necessary or advisable in connection therewith and to file the
same with the Securities and Exchange Commission and such other state and
federal government commissions and agencies as may be necessary, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority
to do and perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their or his substitute or substitutes,
lawfully do or cause to be done by virtue hereof.
May 22, 1995 PAUL I. CORDDRY
Paul I. Corddry
<PAGE>
Exhibit 24.6
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints Gary G. Michael, Thomas R. Saldin and A. Craig Olson, each with
full power to act without the others as his true and lawful attorneys-in-fact
and agents with full power of substitution and resubstitution for him and in
his name, place and stead, in any and all capacities, to sign a Registration
Statement on Form S-8 of Albertson's, Inc. as Registrant, to register the
stock to be issued in connection with the 1995 Stock-Based Incentive Plan and
the 1995 Stock Option Plan for Non-Employee Directors and to be filed under
the Securities Act of 1933, as amended, and any and all amendments thereto and
all instruments necessary or advisable in connection therewith and to file the
same with the Securities and Exchange Commission and such other state and
federal government commissions and agencies as may be necessary, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority
to do and perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their or his substitute or substitutes,
lawfully do or cause to be done by virtue hereof.
May 21, 1995 JOHN B. FERY
John B. Fery
<PAGE>
Exhibit 24.7
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints Gary G. Michael, Thomas R. Saldin and A. Craig Olson, each with
full power to act without the others as his true and lawful attorneys-in-fact
and agents with full power of substitution and resubstitution for him and in
his name, place and stead, in any and all capacities, to sign a Registration
Statement on Form S-8 of Albertson's, Inc. as Registrant, to register the
stock to be issued in connection with the 1995 Stock-Based Incentive Plan and
the 1995 Stock Option Plan for Non-Employee Directors and to be filed under
the Securities Act of 1933, as amended, and any and all amendments thereto and
all instruments necessary or advisable in connection therewith and to file the
same with the Securities and Exchange Commission and such other state and
federal government commissions and agencies as may be necessary, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority
to do and perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their or his substitute or substitutes,
lawfully do or cause to be done by virtue hereof.
May 19, 1995 CLARK A. JOHNSON
Clark A. Johnson
<PAGE>
Exhibit 24.8
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints Gary G. Michael, Thomas R. Saldin and A. Craig Olson, each with
full power to act without the others as his true and lawful attorneys-in-fact
and agents with full power of substitution and resubstitution for him and in
his name, place and stead, in any and all capacities, to sign a Registration
Statement on Form S-8 of Albertson's, Inc. as Registrant, to register the
stock to be issued in connection with the 1995 Stock-Based Incentive Plan and
the 1995 Stock Option Plan for Non-Employee Directors and to be filed under
the Securities Act of 1933, as amended, and any and all amendments thereto and
all instruments necessary or advisable in connection therewith and to file the
same with the Securities and Exchange Commission and such other state and
federal government commissions and agencies as may be necessary, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority
to do and perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their or his substitute or substitutes,
lawfully do or cause to be done by virtue hereof.
May 19, 1995 CHARLES D. LEIN
Charles D. Lein
<PAGE>
Exhibit 24.9
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints Gary G. Michael, Thomas R. Saldin and A. Craig Olson, each with
full power to act without the others as her true and lawful attorneys-in-fact
and agents with full power of substitution and resubstitution for her and in
her name, place and stead, in any and all capacities, to sign a Registration
Statement on Form S-8 of Albertson's, Inc. as Registrant, to register the
stock to be issued in connection with the 1995 Stock-Based Incentive Plan and
the 1995 Stock Option Plan for Non-Employee Directors and to be filed under
the Securities Act of 1933, as amended, and any and all amendments thereto and
all instruments necessary or advisable in connection therewith and to file the
same with the Securities and Exchange Commission and such other state and
federal government commissions and agencies as may be necessary, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority
to do and perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and purposes as she
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their or his substitute or substitutes,
lawfully do or cause to be done by virtue hereof.
May 19, 1995 BEATRIZ RIVERA
Beatriz Rivera
<PAGE>
Exhibit 24.10
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints Gary G. Michael, Thomas R. Saldin and A. Craig Olson, each with
full power to act without the others as his true and lawful attorneys-in-fact
and agents with full power of substitution and resubstitution for him and in
his name, place and stead, in any and all capacities, to sign a Registration
Statement on Form S-8 of Albertson's, Inc. as Registrant, to register the
stock to be issued in connection with the 1995 Stock-Based Incentive Plan and
the 1995 Stock Option Plan for Non-Employee Directors and to be filed under
the Securities Act of 1933, as amended, and any and all amendments thereto and
all instruments necessary or advisable in connection therewith and to file the
same with the Securities and Exchange Commission and such other state and
federal government commissions and agencies as may be necessary, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority
to do and perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their or his substitute or substitutes,
lawfully do or cause to be done by virtue hereof.
May 23, 1995 J. B. SCOTT
J. B. Scott
<PAGE>
Exhibit 24.11
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints Gary G. Michael, Thomas R. Saldin and A. Craig Olson, each with
full power to act without the others as his true and lawful attorneys-in-fact
and agents with full power of substitution and resubstitution for him and in
his name, place and stead, in any and all capacities, to sign a Registration
Statement on Form S-8 of Albertson's, Inc. as Registrant, to register the
stock to be issued in connection with the 1995 Stock-Based Incentive Plan and
the 1995 Stock Option Plan for Non-Employee Directors and to be filed under
the Securities Act of 1933, as amended, and any and all amendments thereto and
all instruments necessary or advisable in connection therewith and to file the
same with the Securities and Exchange Commission and such other state and
federal government commissions and agencies as may be necessary, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority
to do and perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their or his substitute or substitutes,
lawfully do or cause to be done by virtue hereof.
May 22, 1995 WILL M. STOREY
Will M. Storey
<PAGE>
Exhibit 24.12
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints Gary G. Michael, Thomas R. Saldin and A. Craig Olson, each with
full power to act without the others as his true and lawful attorneys-in-fact
and agents with full power of substitution and resubstitution for him and in
his name, place and stead, in any and all capacities, to sign a Registration
Statement on Form S-8 of Albertson's, Inc. as Registrant, to register the
stock to be issued in connection with the 1995 Stock-Based Incentive Plan and
the 1995 Stock Option Plan for Non-Employee Directors and to be filed under
the Securities Act of 1933, as amended, and any and all amendments thereto and
all instruments necessary or advisable in connection therewith and to file the
same with the Securities and Exchange Commission and such other state and
federal government commissions and agencies as may be necessary, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority
to do and perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their or his substitute or substitutes,
lawfully do or cause to be done by virtue hereof.
May 19, 1995 STEVEN D. SYMMS
Steven D. Symms
