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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
under the
Securities Exchange Act of 1934
Amendment No. Two
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)
January 1, 1996
(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: 26,846,046*
Beneficially Owned By 9. Sole Dispositive Power: 0
Each Reporting 10. Shared Dispositive Power 26,846,046*
Person With:
11. Aggregate Amount Shared voting and shared dispositive
Beneficially Owned power in 26,846,046 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: 10.62%
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.
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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: 26,846,046*
Beneficially Owned By 9. Sole Dispositive Power: 0
Each Reporting 10. Shared Dispositive Power 26,846,046*
Person With:
11. Aggregate Amount Shared voting and shared dispositive
Beneficially Owned power in 26,846,046 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: 10.62%
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.
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1. Name of Reporting Person: Alscott Limited Partnership #1
Federal Tax ID#: 82-0482187
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: 26,846,046
Beneficially Owned By 9. Sole Dispositive Power: 0
Each Reporting 10. Shared Dispositive Power 26,846,046
Person With:
11. Aggregate Amount Shared voting and shared dispositive
Beneficially Owned power in 26,846,046 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: 10.62%
14. Type of Reporting Person: PN
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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: 26,846,046
Beneficially Owned By 9. Sole Dispositive Power: 0
Each Reporting 10. Shared Dispositive Power 26,846,046
Person With:
11. Aggregate Amount Shared voting and shared dispositive
Beneficially Owned power in 26,846,046 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: 10.62%
14. Type of Reporting Person: CO
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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) Effective January 1, 1996, all of the assets of Alscott Limited
Partnership #2, including the Stock held by the limited partnership,
were transferred to Alscott Limited Partnership #1, a Texas limited
partnership of which Alscott, Inc. (the "Corporation") is the
managing general partner (the "Limited Partnership"), and Alscott
Limited Partnership #2 has been liquidated and dissolved.
(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.
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Item 4. Purpose of Transaction.
The transactions took place 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 26,846,046 shares of Stock, which
is 10.62% of the outstanding Stock based upon the number of shares
outstanding on December 5, 1995 as set forth in the Report on Form
10-Q filed by the Issuer for the quarter ended November 2, 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 26,846,046
Shares.
(c) Since the filing of Amendment One to the Schedule 13D on
August 11, 1995, Kathryn M. Albertson and Joseph B. Scott each
exercised a stock option to purchase 2,000 shares of Stock pursuant
to the Issuer's 1995 Stock Option Plan for Non-Employee Directors.
The 4,000 shares were transferred to Alscott Limited Partnership #2.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
The Issuer and Alscott Limited Partnership No. 2 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. While the agreement specifically
applies to a successor in interest of Alscott Limited Partnership
No. 2, it is anticipated that the agreement will be amended in the
near future to formally substitute the Limited Partnership as a
party.
The Issuer, Alscott Limited Partnership No. 2 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. While the
agreement specifically applies to a successor in interest of Alscott
Limited Partnership No. 2, it is anticipated that the agreement will
be amended in the near future to formally substitute the Limited
Partnership as a party.
The Albertson's, Inc. 1995 Stock Option Plan for Non-Employee
Directors provides that each non-employee Director of the Issuer will
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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.
None.
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: January 11, 1996
Kathryn M. Albertson
______________________
Kathryn M. Albertson
Joseph B. Scott
______________________
Joseph B. Scott
Alscott Limited Partnership #1
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
