<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934*
Amendment No. Three
ALBERTSON'S, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $1.00 per share
- --------------------------------------------------------------------------------
(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)
May 22, 1997
- --------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the 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 schedule because of Rule 13d-1(b)(3) or (4), check the following
box / /.
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
*The remainder of this cover page should be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
Page 1 of 3 Pages
<PAGE>
ITEM 5. INTEREST IN SECURITIES OF ISSUER
Item 5 is amended in its entirety as follows:
On May 21, 1997, Albertson's, Inc. (the "Issuer") and the J.A. and
Kathryn Albertson Foundation, Inc. (the "Foundation") entered into an
agreement providing, among other things, that the Issuer would waive certain
rights it had under agreements with the Alscott Limited Partnership #1 (the
"Partnership") and Kathryn Albertson if shares of the Issuer's common stock,
par value $1.00 per share (the "Stock"), were transferred to the Foundation
within a specified time period. Such waivers were given by the Issuer and
are included herewith as exhibits.
On May 22, 1997, the Partnership redeemed the Partnership interest
of Kathryn Albertson in a transaction that resulted in, among other things,
her receipt of 20,842,446 shares of Stock. Thereafter, Kathryn Albertson
made a charitable contribution of such Shares to the Foundation. Agreements
providing for such transfers are included as exhibits hereto.
As a result of the transactions described above, the Reporting
Persons no longer beneficially own more than 5% of the Stock.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
(a) Letter dated May 21, 1997 from Issuer to Kathryn Albertson.
(b) Letter dated May 21, 1997 from Issuer to the Partnership.
(c) Agreement for Withdrawal, Redemption and Assignment dated
May 22, 1997.
(d) Assignment and Acceptance dated May 22, 1997.
Page 2 of 3 Pages
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of the undersigneds' knowledge
and belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
Dated: May 30, 1997
/s/ KATHRYN M. ALBERTSON
-------------------------------------
Kathryn M. Albertson
/s/ JOSEPH B. SCOTT
-------------------------------------
Joseph B. Scott
ALSCOTT LIMITED PARTNERSHIP #1
By: Alscott, Inc.
General Partner
By: /s/ THOMAS J. WILFORD
---------------------------------
Thomas J. Wilford
Treasurer and Secretary
ALSCOTT, INC.
By: /s/ THOMAS J. WILFORD
---------------------------------
Thomas J. Wilford
Treasurer and Secretary
Page 3 of 3 Pages
<PAGE>
EXHIBIT A
[ALBERTSON'S LETTERHEAD]
May 21, 1997
Mrs. Kathryn Albertson
380 E. Parkcenter Blvd., Ste. 100
Boise, ID 83706
RE: Transfer of 20,842,446 Shares of Albertson's, Inc. Common Stock
(the "Stock") to the J.A. and Kathryn Albertson Foundation, Inc.
Dear Mrs. Albertson:
The purpose of this letter is to state that Albertson's, Inc. will not
require compliance by you with the terms of Section 3.2 of the Agreement
between you and Albertson's dated December 31, 1979 (the "Agreement") in
connection with the transfer of 20,842,446 shares of Stock to the J.A. and
Kathryn Albertson Foundation, Inc.
Sincerely,
ALBERTSON'S, INC.
/s/ GARY G. MICHAEL
-----------------------------
Gary G. Michael
Chairman of the Board and
Chief Executive Officer
GGM:dmd
<PAGE>
EXHIBIT B
[ALBERTSON'S LETTERHEAD]
May 21, 1997
Alscott Limited Partnership #1
280 E. Parkcenter Blvd., Ste. 100
Boise, ID 83706
Attn: Thomas J. Wilford
RE: Transfer of 20,842,446 Shares of Albertson's, Inc. Common Stock
(the "Stock") to the J.A. and Kathryn Albertson Foundation, Inc.
Dear Mr. Wilford:
The purpose of this letter is to state that Albertson's, Inc. will not
require compliance by Alscott Limited Partnership #1 (the "Limited
Partnership") with the terms of Section 3.2 of the Agreement between the
Limited Partnership and Albertson's dated February 2, 1996 (the "Agreement")
in connection with the transfer of 20,842,446 shares of Stock to the J.A. and
Kathryn Albertson Foundation, Inc.
Sincerely,
ALBERTSON'S, INC.
/s/ GARY G. MICHAEL
-----------------------------
Gary G. Michael
Chairman of the Board and
Chief Executive Officer
GGM:dmd
<PAGE>
EXHIBIT C
AGREEMENT FOR WITHDRAWAL REDEMPTION, AND ASSIGNMENT
This Agreement is made effective the 22nd day of May, 1997 ("THE
EFFECTIVE DATE"), by and among Alscott Inc., an Idaho corporation, SK, LLC,
an Idaho limited liability company, Kathryn Albertson, Albertson College of
Idaho ("ALBERTSON COLLEGE"), and Alscott Limited Partnership #1 ("THE
PARTNERSHIP"), a Texas limited partnership existing pursuant to that certain
Amended and Restated Limited Partnership Agreement of Alscott Limited
Partnership #1 dated effective January 1, 1996 ("THE PARTNERSHIP AGREEMENT").
Unless otherwise defined in this Agreement, capitalized terms in this
Agreement have the meanings given to them in the Partnership Agreement.
RECITALS
A. Kathryn Albertson owns a 84.1389689% Class B Limited
Partnership Interest in the Partnership, 573,000 shares of stock of Alscott,
Inc., and a 74.5493% membership interest in SK, LLC.
B. The Partnership holds 26,844,446 shares of common stock in
Albertson's, Inc., 20,842,446 shares of which were previously owned by
Kathryn Albertson (that stock previously owned by Kathryn Albertson is
referred to herein as "THE ALBERTSON STOCK").
C. Kathryn Albertson has philanthropic intent towards the J. A.
and Kathryn Albertson Foundation ("THE FOUNDATION") and Albertson College and
specifically desires to contribute to the Foundation the Albertson Stock.
D. Kathryn Albertson had previously delayed contributing the
Albertson Stock to the Foundation until her death because under that certain
Agreement between Albertson's, Inc. and Kathryn Albertson dated December 31,
1979, and that certain Agreement between Albertson's, Inc. and the
Partnership dated February 2, 1996 (collectively referred to herein as "THE
BUY-SELL AGREEMENTS"), Albertson's, Inc., has the right to buy back the
Albertson Stock if she makes a gift of it, sells it, or at her death.
E. Negotiations have been conducted with Albertson's, Inc. and
Albertson's, Inc. has agreed at this time to waive its right under the
Buy-Sell Agreements to buy back the Albertson Stock if, and only if, it is
contributed to the Foundation in the near future. That agreement by
Albertson's, Inc. is not irrevocable.
F. Because of the factor described in paragraph D above and
because that factor may change at any time, and because Kathryn Albertson
would like to contribute the Albertson Stock to the Foundation and assign the
remainder of her Class B Limited Partnership Interests to Albertson College
while she is alive, Kathryn Albertson would like to take advantage of this
window of opportunity.
C-1
<PAGE>
G. Kathryn Albertson has also determined that she no longer wishes
to participate in the management and/or ownership of Alscott, Inc. and SK,
LLC.
H. Thus, Kathryn Albertson desires to completely withdraw from
Alscott, Inc. and SK, LLC, to withdraw the Albertson Stock from the
Partnership in exchange for a portion of her Class B Limited Partnership
Interest, and to assign the remainder of her Class B Limited Partnership
Interest to Albertson College. The Partnership, Alscott, Inc. and SK LLC
wish to allow her to do so on the terms and conditions set forth in this
Agreement.
I. Albertson College wishes to accept the Partnership Interest
assigned to it and is willing to assume the obligations described in this
Agreement in exchange therefor.
J. The Partnership wishes to redeem the Partnership Interest
assigned to Albertson College.
K. All consents required to effect the withdrawals and the
assignment under this Agreement have been obtained.
NOW, THEREFORE, the following actions are taken:
1. WITHDRAWAL AND ASSIGNMENT. Kathryn Albertson hereby takes the
following actions:
a. In exchange for the respective distribution or consideration
described in Section 5, Kathryn Albertson hereby sells all of her stock in
Alscott, Inc. to Alscott, Inc. in a redemption ("THE REDEEMED STOCK");
withdraws all of her membership interest in SK, LLC ("THE WITHDRAWN
MEMBERSHIP INTERESTS"); and withdraws that portion of her Class B Limited
Partnership Interest ("THE WITHDRAWN PARTNERSHIP INTERESTS") having a fair
market value as of the Effective Date equal to that amount necessary for
the fair market value as of the Effective Date of the Redeemed Stock, the
Withdrawn Membership Interests, and the Withdrawn Partnership Interests,
collectively, to be $785,000,000.00.
b. Kathryn Albertson hereby assigns all of her Class B Limited
Partnership Interest to Albertson College except that portion of her Class
B Limited Partnership Interest which constitutes the Withdrawn Partnership
Interests (that amount of Class B Limited Partnership Interest assigned to
Albertson College is referred to herein as "THE ASSIGNED PARTNERSHIP
INTERESTS").
Further provisions governing the redemption, withdrawal, and
assignment pursuant to this Section are in Sections 2, 3 and 4.
2. FURTHER PROVISIONS GOVERNING THE WITHDRAWAL OF MEMBERSHIP
INTERESTS, PARTNERSHIP INTERESTS. TO HAVE AND TO HOLD the Withdrawn
Partnership Interests unto the Partnership, its successors and assigns
forever, and the Withdrawn Membership Interests unto SK, LLC, its successors
and assigns forever, and Kathryn Albertson does hereby bind herself, her
successors and assigns to forever warrant and defend title to such
Partnership Interests and such
C-2
<PAGE>
membership interests unto the Partnership and SK, LLC, respectively, and
their successors and assigns, against every person whomsoever lawfully
claiming or to claim the same or any part thereof by, through, or under
Kathryn Albertson, but not otherwise.
3. FURTHER PROVISIONS GOVERNING THE REDEMPTION. The redemption of
Kathryn Albertson's stock in Alscott, Inc. shall be consummated pursuant to
the Stock Purchase Agreement attached hereto as Exhibit A and incorporated
herein for all purposes ("THE STOCK PURCHASE AGREEMENT").
4. FURTHER PROVISIONS GOVERNING THE ASSIGNMENT. Kathryn Albertson
hereby relinquishes all dominion and control over the Assigned Partnership
Interests and assigns to Albertson College all of her rights with respect to
the Assigned Partnership Interests, including the right to enforce the
allocation of her Class B Limited Partnership Interests between the Withdrawn
Partnership Interests and the Assigned Partnership Interests pursuant to the
terms of Section 1. Albertson College agrees to perform and discharge any
and all of the obligations accruing from and after the date of this Agreement
which are attributable to the Assigned Partnership Interests and agrees to be
bound by the terms of the Partnership Agreement. Kathryn Albertson agrees to
indemnify Albertson College and hold it harmless with respect to obligations
and liabilities attributable to the Assigned Partnership Interests which
accrued on or before the date of this Agreement.
5. DISTRIBUTIONS AND CONSIDERATION TO KATHRYN ALBERTSON. Kathryn
Albertson shall receive from the Partnership, SK, LLC, or Alscott, Inc., as
indicated below, the following distributions or consideration:
a. The Partnership shall distribute to Kathryn Albertson first the
Albertson Stock and second cash or money market funds for a total
distribution of the Albertson Stock and cash or money market funds that
has, on the Effective Date, a fair market value equal to the fair market
value, as determined in Section 7, of the Withdrawn Partnership Interests.
b. SK, LLC shall execute and deliver to Kathryn Albertson a demand
note in the principal amount of the fair market value, as determined in
Section 7, of the Withdrawn Membership Interests, such demand note to be in
substantially the form of Exhibit B hereto.
c. Kathryn Albertson shall receive from Alscott, Inc. the
consideration set forth in the Stock Purchase Agreement.
6. PARTNERSHIP REDEMPTION OF ASSIGNED PARTNERSHIP INTERESTS. The
Partnership hereby gives notice to Albertson College and the Partners that it
is exercising its right under Section 9.03(a) of the Partnership Agreement to
purchase the Assigned Partnership Interests from Albertson College, effective
as of the Effective Date.
7. FAIR MARKET VALUE. For purposes of this Agreement, the fair
market value of the Withdrawn Partnership Interests, the Redeemed Stock, and
the Withdrawn Membership Interests shall be the price at which such interests
would change hands as of the Effective Date between a hypothetical willing
buyer and a hypothetical willing seller, neither being under any compulsion
to
C-3
<PAGE>
buy or sell and both having reasonable knowledge of relevant facts for
purposes of Chapter 12 of the Internal Revenue Code. Any dispute with
respect to the allocation of Class B Limited Partnership Interests between
the Withdrawn Partnership Interests and the Assigned Partnership Interests
shall be resolved by arbitration as provided in the Partnership Agreement.
8. REPRESENTATIONS AND WARRANTIES OF KATHRYN ALBERTSON. Kathryn
Albertson hereby represents and warrants to the Partnership and to SK, LLC as
follows:
a. Kathryn Albertson is the record owner of the Withdrawn
Partnership Interests and the Withdrawn Membership Interests;
b. The Withdrawn Partnership Interests and the Withdrawn Membership
Interests will be transferred to the Partnership and to SK, LLC free and
clear of any liens, encumbrances or other restrictions of any kind or
nature; and
c. Kathryn Albertson has full power, capacity and authority to
transfer, assign, and deliver to the Partnership and to SK, LLC the
Withdrawn Partnership Interests and the Withdrawn Membership Interests,
respectively.
9. GOVERNING LAW. The interpretation, construction and
enforcement of this Agreement shall be governed by the laws of the State of
Idaho.
10. PARTIES IN INTEREST. This Agreement shall be binding upon and
shall inure to the benefit of and be enforceable against the Parties and
their respective successors and assigns. Neither this Agreement nor any
interest in this Agreement shall be assigned by any Party without the prior
written consent of all of the Parties.
11. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, all of which taken together shall constitute one instrument.
12. FURTHER ACTION. The Parties each hereby agree to execute any
documents required to evidence further or to confirm the withdrawals,
redemptions, the assignment, and all agreements effected hereby.
13. SEVERABILITY. In case any provision in this Agreement shall be
held invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions hereof will not in any way be
affected or impaired thereby.
14. CONSTRUCTION. Words used herein in the singular, where the
context so permits, shall be deemed to include the plural and vice versa.
The definition of words in the singular herein shall also apply to such words
when used in the plural where the context so permits, and vice versa.
Whenever used herein, where the context so permits, the masculine or neuter
gender shall include the masculine, feminine or neuter gender. The words
"hereby," "herein," "hereof," "hereunder" and words of similar import when
used in this Agreement refer to this Agreement as a whole, and not to any
particular Section. Unless the context clearly indicates otherwise, any
references in this Agreement to a "Section" are references to sections of
this Agreement. The
C-4
<PAGE>
Section captions used herein are for reference purposes only, and shall not
in any way affect the meaning or interpretation of this Agreement.
15. ENTIRE AGREEMENT. This Agreement embodies the entire agreement
between the Parties with respect to the subject of this Agreement and
supersedes all prior agreements and understandings, whether written or oral,
between them in connection therewith.
IN WITNESS WHEREOF, each of the Parties have executed this
Agreement, to be effective as of the Effective Date. By their signatures
below, each of the Partners and Members of SK, LLC, approves and ratifies
this Agreement.
ALSCOTT LIMITED PARTNERSHIP #1
By Alscott, Inc., Managing Partner
By: /s/ THOMAS J. WILFORD
---------------------------------
Thomas J. Wilford, President
/s/ KATHRYN ALBERTSON
--------------------------------------
KATHRYN ALBERTSON
ALSCOTT, INC.
By: /s/ THOMAS J. WILFORD
---------------------------------
Thomas J. Wilford, President
SK, LLC
By Alscott, Inc., Manager
By: /s/ THOMAS J. WILFORD
--------------------------------------
Thomas J. Wilford, President
C-5
<PAGE>
EXHIBIT D
ASSIGNMENT AND ACCEPTANCE
This Assignment and Acceptance is made effective the 22nd day of May,
1997, by Kathryn Albertson and the J.A. and Kathryn Albertson Foundation
("FOUNDATION").
RECITALS
A. Pursuant to that certain Withdrawal, Redemption, and Assignment
Agreement dated as of the Effective Date by and among Alscott, Inc., SK, LLC,
Kathryn Albertson, Albertson College, and Alscott Limited Partnership # 1,
Kathryn Albertson is receiving, as of the Effective Date, a distribution
from Alscott Limited Partnership #1 of 20,842,446 shares of common stock of
Albertson's, Inc. ("THE TRANSFER SHARES").
B. The Transfer Shares are subject to certain rights of
Albertson's, Inc. under that certain Agreement between Albertson's Inc. and
the Partnership dated February 2, 1996 and that certain Agreement between
Albertson's, Inc. and Kathryn Albertson dated December 31, 1979
(collectively, "THE BUY-SELL AGREEMENTS").
C. Kathryn Albertson desires to contribute the Transfer Shares to
the Foundation but only if Albertson's, Inc. waives its rights under the
Buy-Sell Agreements.
D. Albertson's, Inc. has agreed to waive those rights if the
Foundation agrees to execute and be bound by the terms of that certain
Agreement with Albertson's, Inc. regarding those shares attached hereto as
Exhibit A and incorporated herein for all purposes ("THE TRANSFER SHARES
AGREEMENT"), and the Foundation is willing to do so.
NOW, THEREFORE, Kathryn Albertson and the Foundation wish to
evidence such assignment and acceptance, as follows:
1. Kathryn Albertson hereby assigns and transfers to the
Foundation the Transfer Shares provided that the Foundation execute and agree
to be bound by the terms of the Transfer Share Agreement, such transfer and
assignment to be effectuated by an Irrevocable Stock Power, a photocopy of
which is attached hereto as Exhibit B.
2. The Foundation hereby accepts the contribution by Kathryn
Albertson to the Foundation of 20,842,446 shares of Common Stock of
Albertson, Inc., subject to the condition described in paragraph 1 above, and
hereby agrees to execute and be bound by the terms of the Transfer Shares
Agreement.
D-1
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this instrument
to be effective as of the Effective Date.
/s/ KATHRYN ALBERTSON
------------------------------------------
Kathryn Albertson
The J. A. and Kathryn Albertson Foundation
By: /s/ THOMAS J. WILFORD
-------------------------------------
Thomas J. Wilford
President
D-2
